Cover
Cover | 3 Months Ended |
Mar. 31, 2024 | |
Entity Addresses [Line Items] | |
Document Type | POS AM |
Amendment Flag | true |
Amendment Description | POST-EFFECTIVE AMENDMENT NO. 2 |
Entity Registrant Name | DRAGONFLY ENERGY HOLDINGS CORP. |
Entity Central Index Key | 0001847986 |
Entity Tax Identification Number | 85-1873463 |
Entity Incorporation, State or Country Code | NV |
Entity Address, Address Line One | 1190 Trademark Drive #108 |
Entity Address, City or Town | Reno |
Entity Address, State or Province | NV |
Entity Address, Postal Zip Code | 89521 |
City Area Code | (775) |
Local Phone Number | 622 - 3448 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | false |
Business Contact [Member] | |
Entity Addresses [Line Items] | |
Entity Address, Address Line One | 1190 Trademark Drive #108 |
Entity Address, City or Town | Reno |
Entity Address, State or Province | NV |
Entity Address, Postal Zip Code | 89521 |
City Area Code | (775) |
Local Phone Number | 622-3448 |
Contact Personnel Name | Denis Phares |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Current Assets | |||
Cash and cash equivalents | $ 8,501 | $ 12,713 | $ 17,781 |
Accounts receivable, net of allowance for credit losses | 2,247 | 1,639 | 1,444 |
Inventory | 33,578 | 38,778 | 50,189 |
Prepaid expenses | 843 | 772 | 1,624 |
Prepaid inventory | 1,468 | 1,381 | 2,002 |
Prepaid income tax | 345 | 519 | 525 |
Other current assets | 709 | 118 | 267 |
Total Current Assets | 47,691 | 55,920 | 73,832 |
Property and Equipment | |||
Machinery and equipment | 17,847 | 16,714 | 10,214 |
Office furniture and equipment | 319 | 319 | 275 |
Leasehold improvements | 1,727 | 1,727 | 1,709 |
Vehicle | 33 | 33 | 195 |
Total | 19,926 | 18,793 | 12,393 |
Less accumulated depreciation and amortization | (3,156) | (2,824) | (1,633) |
Property and Equipment, Net | 16,770 | 15,969 | 10,760 |
Operating lease right of use asset, net | 23,988 | 3,315 | 4,513 |
Total Assets | 88,449 | 75,204 | 89,105 |
Current Liabilities | |||
Accounts payable | 9,550 | 10,258 | 13,475 |
Accrued payroll and other liabilities | 8,295 | 7,107 | 6,250 |
Accrued tariffs | 1,800 | 1,713 | 932 |
Customer deposits | 231 | 201 | 238 |
Uncertain tax position liability | 91 | 91 | 128 |
Notes payable, current portion, net of debt issuance costs | 21,837 | 19,683 | 19,242 |
Operating lease liability, current portion | 1,682 | 1,288 | 1,188 |
Financing lease liability, current portion | 37 | 36 | 10 |
Total Current Liabilities | 43,523 | 40,377 | 41,463 |
Long-Term Liabilities | |||
Warrant liabilities | 4,227 | 4,463 | 32,831 |
Accrued expenses-long term | 69 | 152 | 492 |
Operating lease liability, net of current portion | 22,763 | 2,234 | 3,541 |
Financing lease liability, net of current portion | 56 | 66 | 35 |
Total Long-Term Liabilities | 27,115 | 6,915 | 36,899 |
Total Liabilities | 70,638 | 47,292 | 78,362 |
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 March 31, 2024 and December 31, 2023, respectively | |||
Common stock, 250,000,000 shares at $0.0001 par value, authorized, 60,260,282 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively | 6 | 6 | 4 |
Additional paid in capital | 69,711 | 69,445 | 38,461 |
Accumulated deficit | (51,906) | (41,539) | (27,722) |
Total Stockholders’ Equity | 17,811 | 27,912 | 10,743 |
Total Liabilities and Stockholders’ Equity | $ 88,449 | $ 75,204 | $ 89,105 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 60,260,282 | 43,272,728 |
Common stock, shares outstanding | 60,260,282 | 43,272,728 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||||
Net Sales | $ 12,505 | $ 18,791 | $ 64,392 | $ 86,251 |
Cost of Goods Sold | 9,454 | 14,124 | 48,946 | 62,633 |
Gross Profit | 3,051 | 4,667 | 15,446 | 23,618 |
Operating Expenses | ||||
Research and development | 1,333 | 880 | 3,863 | 2,764 |
General and administrative | 4,813 | 9,495 | 26,389 | 41,566 |
Selling and marketing | 2,744 | 4,184 | 12,623 | 13,671 |
Total Operating Expenses | 8,890 | 14,559 | 42,875 | 58,001 |
Loss From Operations | (5,839) | (9,892) | (27,429) | (34,383) |
Other Income (Expense) | ||||
Other income (expense) | 19 | 40 | ||
Other expense | (4) | |||
Interest expense, net | (4,760) | (3,856) | (16,015) | (6,979) |
Change in fair market value of warrant liability | 236 | 18,523 | 29,582 | 5,446 |
Debt extinguishment | (4,824) | |||
Total Other Income (Expense) | (4,528) | 14,667 | 13,586 | (6,317) |
Net (Loss) Income Before Taxes | (10,367) | 4,775 | (13,843) | (40,700) |
Income Tax (Benefit) Expense | (26) | (709) | ||
Net (Loss) Income | $ (10,367) | $ 4,775 | $ (13,817) | $ (39,991) |
Net (loss) income Per Share- Basic | $ (0.17) | $ 0.11 | $ (0.26) | $ (1.04) |
Net (loss) income Per Share- Diluted | $ (0.17) | $ 0.10 | $ (0.26) | $ (1.04) |
Weighted Average Number of Shares - Basic | 60,260,282 | 45,104,515 | 52,786,481 | 38,565,307 |
Weighted Average Number of Shares - Diluted | 60,260,282 | 48,455,996 | 52,786,481 | 38,565,307 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total | |
Balance at Dec. 31, 2021 | $ 4 | $ 3,619 | $ 12,269 | $ 15,892 | |
Adjusted balance, beginning of period, shares | 36,496,998 | ||||
Net income (loss) | (39,991) | (39,991) | |||
Stock purchase agreement | 15,000 | 15,000 | |||
Stock purchase agreement, shares | 1,498,301 | ||||
Exercise of stock options | 706 | $ 706 | |||
Exercise of stock options, shares | 581,351 | 581,351 | [1] | ||
Reverse capitalization, net of transaction costs (See note 3) | |||||
Reverse capitalization, net of transaction costs (See note 3), shares | 4,238,936 | ||||
Cashless exercise of liability classified warrants | 16,669 | 16,669 | |||
Cashless exercise of liability classified warrants, shares | 457,142 | ||||
Stock compensation expense | 2,467 | 2,467 | |||
Balance at Dec. 31, 2022 | $ 4 | 38,461 | (27,722) | 10,743 | |
Balance, shares at Dec. 31, 2022 | 43,272,728 | ||||
Net income (loss) | 4,775 | 4,775 | |||
Exercise of stock options | 93 | 93 | |||
Exercise of stock options, shares | 36,009 | ||||
Cashless exercise of liability classified warrants | $ 1 | 10,166 | 10,167 | ||
Cashless exercise of liability classified warrants, shares | 2,348,294 | ||||
Stock compensation expense | 4,487 | 4,487 | |||
Common stock issued in public offering (ATM), net of costs | 597 | 597 | |||
Common stock issued in public offering (ATM), net of costs, shares | 73,500,000 | ||||
Exercise of public warrants | 747 | 747 | |||
Exercise of public warrants, shares | 64,971,000 | ||||
Balance at Mar. 31, 2023 | $ 5 | 54,551 | (22,947) | 31,609 | |
Balance, shares at Mar. 31, 2023 | 45,795,502 | ||||
Balance at Dec. 31, 2022 | $ 4 | 38,461 | (27,722) | 10,743 | |
Balance, shares at Dec. 31, 2022 | 43,272,728 | ||||
Net income (loss) | (13,817) | (13,817) | |||
Exercise of stock options | 586 | $ 586 | |||
Exercise of stock options, shares | 917,662 | 917,662 | [1] | ||
Cashless exercise of liability classified warrants | $ 1 | 13,245 | $ 13,245 | ||
Cashless exercise of liability classified warrants, shares | 3,069,323 | ||||
Stock compensation expense | 6,710 | 6,710 | |||
Common stock issued in public offering (ATM), net of costs | 1,273 | 1,273 | |||
Common stock issued in public offering (ATM), net of costs, shares | 588,500,000 | ||||
Common stock issued in public offering, net of costs | $ 1 | 7,877 | 7,878 | ||
Common stock issued in public offering, net of costs, shares | 11,405,000,000 | ||||
Exercise of public warrants | 747 | $ 747 | |||
Exercise of public warrants, shares | 64,971,000 | 64,971 | |||
Exercise of investor warrants | 546 | $ 546 | |||
Exercise of investor warrants, shares | 273,100,000 | ||||
Shares issued for vested restricted stock units | |||||
Shares issued for vested restricted stock units, shares | 641,998 | ||||
Balance at Dec. 31, 2023 | $ 6 | 69,445 | (41,539) | 27,912 | |
Balance, shares at Dec. 31, 2023 | 60,260,282 | ||||
Net income (loss) | (10,367) | $ (10,367) | |||
Exercise of stock options, shares | |||||
Stock compensation expense | 266 | $ 266 | |||
Exercise of public warrants, shares | 0 | ||||
Balance at Mar. 31, 2024 | $ 6 | $ 69,711 | $ (51,906) | $ 17,811 | |
Balance, shares at Mar. 31, 2024 | 60,260,282 | ||||
[1]Number of options and weighted average exercise price prior to the merger has been adjusted to reflect the exchange of Legacy Dragonfly’s stock options for New Dragonfly stock options at an exchange ratio of approximately 1.182 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flows from Operating Activities | ||||
Net (Loss) Income | $ (10,367) | $ 4,775 | $ (13,817) | $ (39,991) |
Adjustments to Reconcile Net (Loss) Income to Net Cash Used in Operating Activities | ||||
Stock based compensation | 266 | 4,487 | 6,710 | 2,467 |
Debt extinguishment | 4,824 | |||
Assumption of warrant liability | 1,990 | |||
Amortization of debt discount | 894 | 219 | 1,470 | 1,822 |
Change in fair market value of warrant liability | (236) | (18,523) | (29,582) | (5,446) |
Deferred tax liability | (453) | |||
Non-cash interest expense (paid-in kind) | 1,260 | 1,238 | 4,938 | 1,192 |
Provision for credit losses | 47 | 52 | 114 | 108 |
Depreciation and amortization | 332 | 297 | 1,237 | 891 |
Amortization of right of use of assets | 422 | 308 | ||
Loss on disposal of property and equipment | 116 | 116 | 56 | |
Write-off of prepaid inventory | 596 | |||
Changes in Assets and Liabilities | ||||
Accounts receivable | (655) | (1,577) | (309) | (769) |
Inventory | 5,200 | (1,966) | 11,411 | (22,732) |
Prepaid expenses | (71) | (196) | 852 | (1,467) |
Prepaid inventory | (87) | 299 | 25 | 5,459 |
Other current assets | (591) | (129) | 149 | 1,520 |
Other assets | 1,198 | 1,196 | ||
Income taxes payable | 174 | 6 | (1,156) | |
Accounts payable and accrued expenses | (100) | 6,465 | (3,527) | 4,428 |
Accrued tariffs | 87 | 117 | 781 | 433 |
Uncertain tax position liability | (37) | 128 | ||
Customer deposits | 30 | 180 | (37) | (196) |
Total Adjustments | 6,972 | (8,613) | (3,889) | (5,705) |
Net Cash Used in Operating Activities | (3,395) | (3,838) | (17,706) | (45,696) |
Cash Flows From Investing Activities | ||||
Proceeds from disposal of property and equipment | 35 | |||
Purchase of property and equipment | (817) | (589) | (6,885) | (6,862) |
Net Cash Used in Investing Activities | (817) | (589) | (6,885) | (6,827) |
Cash Flows From Financing Activities | ||||
Proceeds from public offering, net | 597 | 24,177 | ||
Payments from public offering costs | (1,258) | |||
Proceeds from note payable, related party | 2,700 | 1,000 | 1,000 | |
Repayment of note payable, related party | (2,700) | (1,000) | ||
Proceeds from term loan | 75,000 | |||
Repayment of note payable | (5,275) | (45,000) | ||
Proceeds from exercise of public warrants | 747 | 747 | ||
Payment of debt issuance costs | (4,032) | |||
Proceeds from exercise of options | 93 | 586 | 706 | |
Proceeds from stock purchase agreement | 15,000 | |||
Proceeds from exercise of investor warrants | 546 | |||
Net Cash Provided by Financing Activities | 2,437 | 19,523 | 41,674 | |
Net Decrease in Cash and cash equivalents | (4,212) | (1,990) | (5,068) | (10,849) |
Cash and cash equivalents - beginning of period | 12,713 | 17,781 | 17,781 | 28,630 |
Cash and cash equivalents - end of period | 8,501 | 15,791 | 12,713 | 17,781 |
Supplemental Disclosures of Cash Flow Information: | ||||
Cash paid for income taxes | 238 | 773 | ||
Cash paid for interest | 2,390 | 2,003 | 9,102 | 2,252 |
Supplemental Non-Cash Items | ||||
Purchases of property and equipment, not yet paid | 412 | 352 | 96 | 419 |
Recognition of warrant liability – Investor Warrants | 13,762 | |||
Recognition of warrant liability – Penny Warrants | 698 | |||
Non-cash impact of cash exercise of liability classified warrants | 617 | |||
Cashless exercise of liability classified warrants | 10,167 | $ 12,629 | $ 16,669 | |
Recognition of right of use asset obtained in exchange for operating lease liability | $ 21,095 |
NATURE OF BUSINESS
NATURE OF BUSINESS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
NATURE OF BUSINESS | 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 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. On October 7, 2022, a merger transaction between Chardan NexTech Acquisition 2 Corporation (“CNTQ”), Dragonfly Energy Corp. (“Legacy Dragonfly”), and Bronco Merger Sub, Inc. (“Merger Sub”) was completed pursuant to which Merger Sub was merged with and into Legacy Dragonfly, with Legacy Dragonfly surviving the merger. As a result of the merger, Legacy Dragonfly became a wholly owned subsidiary of New Dragonfly. Although New Dragonfly was the legal acquirer of Legacy Dragonfly in the merger, Legacy Dragonfly is deemed to be the accounting acquirer, and the historical financial statements of Legacy Dragonfly became the basis for the historical financial statements of New Dragonfly upon the closing of the merger. New Dragonfly together with its wholly owned subsidiary, Dragonfly Energy Corp., is referred to hereinafter as the “Company”. Furthermore, the historical financial statements of Legacy Dragonfly became the historical financial statements of the Company upon the consummation of the merger. As a result, the financial statements included in this Annual Report reflect (i) the historical operating results of Legacy Dragonfly prior to the merger; (ii) the combined results of CNTQ and Legacy Dragonfly following the close of the merger; (iii) the assets and liabilities of Legacy Dragonfly at their historical cost and (iv) the Legacy Dragonfly’s equity structure for all periods presented, as affected by the recapitalization presentation after completion of the merger. See Note 3 – Reverse Capitalization for further details of the merger. On March 31, 2023, the Company changed its state of incorporation from the State of Delaware to the State of Nevada (the “Reincorporation”) pursuant to a plan of conversion dated March 30, 2023 (the “Plan of Conversion”). Pursuant to the Plan of Conversion, the issued and outstanding shares of common stock of the Company were automatically converted into common stock of the reincorporated company at the effective time of the Reincorporation. On November 29, 2023, the Company filed an amendment to the articles of incorporation with the State of Nevada, to increase the number of authorized shares of its common stock to 250,000,000 0.0001 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GOING CONCERN | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Accounting Policies [Abstract] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GOING CONCERN | 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 SX. 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. DRAGONFLY ENERGY HOLDINGS CORP. Notes to Unaudited Condensed Consolidated Financial Statements (in thousands, except share and per share data) Note 2 – Summary of Significant Accounting Policies (continued) 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 three months ended March 31, 2024 and 2023, the Company incurred losses from operations and had negative cash flow from operations. As of March 31, 2024, the Company had $ 8,501 in cash and cash equivalents and working capital of $ 4,168 . 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 (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). 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. DRAGONFLY ENERGY HOLDINGS CORP. Notes to Unaudited Condensed Consolidated Financial Statements (in thousands, except share and per share data) Note 2 – Summary of Significant Accounting Policies (continued) 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 March 31, 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 March 31, 2024 and December 31, 2023 were not material. Inventory Inventories (Note 4), 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 assets, warrant liability, equity based compensation, and income taxes. DRAGONFLY ENERGY HOLDINGS CORP. Notes to Unaudited Condensed Consolidated Financial Statements (in thousands, except share and per share data) Note 2 – Summary of Significant Accounting Policies (continued) 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 March 31, 2024 and December 31, 2023, the contract liability related to the Company’s customer deposits are $ 231 and $ 201 , respectively. DRAGONFLY ENERGY HOLDINGS CORP. Notes to Unaudited Condensed Consolidated Financial Statements (in thousands, except share and per share data) Note 2 – Summary of Significant Accounting Policies (continued) Revenue Recognition (Continued) The Company recognized $ 134 of the contract liability as of December 31, 2023 during the three months ended March 31, 2024. The Company recognized $ 211 of the contract liability as of December 31, 2022 during the three months ended March 31, 2023. Disaggregation of Revenue The following table present our disaggregated revenues by distribution channel: SCHEDULE OF DISAGGREGATED REVENUES BY DISTRIBUTION CHANNEL 2024 2023 For the Three Months Ended March 31 2024 2023 Sales Direct to Customer 5,203 10,038 Original equipment manufacturer 7,302 8,753 Total $ 12,505 $ 18,791 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. 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 March 31, 2024 and December 31, 2023 to be $ 414 and $ 307 , respectively. SCHEDULE OF WARRANTY OBLIGATION March 31, 2024 December 31, 2023 Beginning warranty obligation 307 328 Provision of warranty expense 197 397 Settlement of warranty claims (90 ) (418 ) Ending warranty obligation $ 414 $ 307 Concentrations As of March 31, 2024, receivables from Customer A, Customer B and Customer C comprised approximately 22 %, 14 % and 12 %, respectively, of accounts receivable. As of December 31, 2023, receivables from Customer D and Customer E comprised approximately 28 % and 10 %, respectively, of accounts receivable. For the three months ended March 31, 2024, sales from Customer A accounted for approximately 16 % of the Company’s total revenue. For the three months ended March 31, 2023, sales from Customer B accounted for approximately 26 % of the Company’s total revenue. As of March 31, 2024, payables to Vendor A comprised approximately 60 % of accounts payables. As of December 31, 2023, payables to Vendor A comprised approximately 65 % of accounts payables. For the three months ended March 31, 2024, Vendor A accounted for approximately 12 % of the Company’s total purchases. For the three months ended March 31, 2023, Vendor B and Vendor C accounted for approximately 38 % and 10 %, respectively, of the Company’s total purchases. DRAGONFLY ENERGY HOLDINGS CORP. Notes to Unaudited Condensed Consolidated Financial Statements (in thousands, except share and per share data) Note 2 – Summary of Significant Accounting Policies (continued) 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. 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. DRAGONFLY ENERGY HOLDINGS CORP. Notes to Unaudited Condensed Consolidated Financial Statements (in thousands, except share and per share data) Note 2 – Summary of Significant Accounting Policies (continued) 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 has a liability of $ 91 as of March 31, 2024, and December 31, 2023, respectively, 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) Income per Common Share Basic net (loss) income per share is calculated by dividing net (loss) earnings by the weighted-average number of common shares outstanding during the period. Diluted net (loss) income 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) income 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) income 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. 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. 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. DRAGONFLY ENERGY HOLDINGS CORP. Notes to Unaudited Condensed Consolidated Financial Statements (in thousands, except share and per share data) | Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GOING CONCERN Basis of presentation The accompanying consolidated financial statements and related notes have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and in accordance with generally accepted 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. Principles of consolidation The accompanying consolidated financial statements and related notes have been prepared in accordance with 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. DRAGONFLY ENERGY HOLDINGS CORP. Notes to Consolidated Financial Statements December 31, 2023 and 2022 (in thousands, except share and per share data) Note 2 – Summary of Significant Accounting Policies (continued) Going Concern The accompanying 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 consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. For the year ended December 31, 2023 and 2022, the Company incurred loss from operations and had negative cash flow from operations. As of December 31, 2023, the Company had $ 12,713 15,543 In connection with the Company’s senior secured term loan facility in an aggregate principal amount of $ 75,000 (See Note 7). 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 adopted accounting pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The FASB subsequently issued amendments to ASU 2016-13, which have the same effective date and transition date of January 1, 2023. These standards replace the existing incurred loss impairment model with an expected credit loss model and requires a financial asset measure at amortized cost to be presented at the net amount expected to be collected. The Company determined that this change did not have a material impact to the financial statements or financial statement disclosures. 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. DRAGONFLY ENERGY HOLDINGS CORP. Notes to Consolidated Financial Statements December 31, 2023 and 2022 (in thousands, except share and per share data) Note 2 – Summary of Significant Accounting Policies (continued) Cash and Cash Equivalents The Company considers all short-term debt securities when purchased with a maturity of three months or less to be cash equivalents. As of December 31, 2023 and 2022, the Company held no 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 December 31, 2023 and 2022 were not material. Inventory Inventories (Note 5), 67 0 Property and Equipment Property and equipment are stated at cost, including the cost of significant improvements and renovations. Costs of routine repairs and maintenance are charged to expense as incurred. Depreciation and amortization are calculated by the straight line method over the estimated useful lives for owned property, or, for leasehold improvements, over the shorter of the asset’s useful life or term of the lease. Depreciation expense for the years ended December 31, 2023 and 2022 was $ 1,237 891 SCHEDULE OF VARIOUS CLASSES OF PROPERTY AND EQUIPMENT AND ESTIMATED USEFUL LIVES The various classes of property and equipment and estimated useful lives are as follows: Office furniture and equipment 3 7 Vehicles 5 Machinery and equipment 3 7 Leasehold improvements Shorter of Useful Life or Remaining Term of Lease 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, warrant liability, equity based compensation, and income taxes. DRAGONFLY ENERGY HOLDINGS CORP. Notes to Consolidated Financial Statements December 31, 2023 and 2022 (in thousands, except share and per share data) Note 2 – Summary of Significant Accounting Policies (continued) Impairment of Long-Lived Assets The Company evaluates its long-lived assets, including property and equipment, for impairment whenever events or changes in circumstances indicate that the carrying amount of these asset may not be recoverable. Recoverability of these assets is measured by comparison of the carrying amount of each asset to the future undiscounted cash flows the asset is expected to generate over its remaining life. When indications of impairment are present and the estimated undiscounted future cash flows from the use of these assets is less than the assets’ carrying value, the related assets will be written down to fair value. There were no impairments of the Company’s long-lived assets for the periods presented. Warrants The Company applies relevant accounting guidance for warrants to purchase the Company’s 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, the Company follows 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 classification 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 qualify for equity classification are measured at fair value upon issuance and are not subsequently remeasured unless they are required to be reclassified. Commitments and Contingencies Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. 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 90 201 238 DRAGONFLY ENERGY HOLDINGS CORP. Notes to Consolidated Financial Statements December 31, 2023 and 2022 (in thousands, except share and per share data) Note 2 – Summary of Significant Accounting Policies (continued) The Company recognized $ 230 8 434 Disaggregation of Revenue The following table present our disaggregated revenues by distribution channel: SCHEDULE OF DISAGGREGATED REVENUES BY DISTRIBUTION CHANNEL Sales 2023 2022 December 31, Sales 2023 2022 Direct to Customer 36,875 52,446 Original equipment manufacturer 27,517 33,805 Total $ 64,392 $ 86,251 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. Shipping and Handling Shipping and handling fees paid by customers are recorded within net sales, with the related expenses recorded in cost of sales. Shipping and handling costs associated with outbound freight are included in sales and marketing expenses. Shipping and handling costs associated with outbound freight totaled $ 3,466 5,440 Product Warranty The Company offers assurance type warranties from 5 10 307 328 SCHEDULE OF WARRANTY OBLIGATION 2023 2022 December 31, 2023 2022 Beginning warranty obligation $ 328 $ - Provision of warranty expense 397 328 Settlement of warranty claims (418 ) - Ending warranty obligation $ 307 $ 328 Concentrations Receivables from two 28 10 three 18 10 10 Sales from one 16 one 22 Payables to one 65 one 61 For the year ended December 31, 2023, one 14 Notes to Consolidated Financial Statements December 31, 2023 and 2022 (in thousands, except share and per share data) Note 2 – Summary of Significant Accounting Policies (continued) Concentrations (continued) For the year ended December 31, 2022, one 28 Deferred Financing Costs The incremental cost, including the fair value of warrants, directly associated with obtaining debt financing is capitalized as deferred financing costs upon the issuance of the debt and amortized over the term of the related debt agreement using the effective-interest method with such amortized amounts included as a component of interest expense in the consolidated statement of operations. Unamortized deferred financing costs are presented on the consolidated balance sheets as a direct deduction from the carrying amount of the related debt obligation. Research and Development The Company expenses research and development costs as incurred. Research and development expenses include salaries, contractor and consultant fees, supplies and materials, as well as costs related to other overhead such as depreciation, facilities, utilities, and other departmental expenses. The costs we incur with respect to internally developed technology and engineering services are included in research and development expenses as incurred as they do not directly relate to acquisition or construction of materials, property or intangible assets that have alternative future uses. Advertising The Company expenses advertising costs as they are incurred and are included in selling and marketing expenses. Advertising expenses amounted to $ 2,167 2,334 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 12). 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. 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. Notes to Consolidated Financial Statements December 31, 2023 and 2022 (in thousands, except share and per share data) Note 2 – Summary of Significant Accounting Policies (continued) Income Taxes Deferred income tax assets and liabilities (Note 15) 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 has a liability of $ 91 128 The Company’s accounting policy is to include penalties and interest related to income taxes if any, in selling, general and administrative expenses. We regularly assess 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) Earnings per Common Share Basic net (loss) earnings per share is calculated by dividing net (loss) earnings by the weighted-average number of common shares outstanding during the period. Diluted net (loss) earnings 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) earnings 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) earnings 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 December 31, December 31, Warrants 24,510,575 16,708,414 Restricted stock units 47,000 180,000 Options 2,364,787 3,642,958 Weighted average number of common shares-basic 26,922,362 20,531,372 As the Merger has been accounted for as a reverse recapitalization, the consolidated financial statements of the merged entity reflect the continuation of the pre-merger Legacy Dragonfly financial statements; Dragonfly equity has been retroactively adjusted to the earliest period presented to reflect the legal capital of the legal acquirer, CNTQ. As a result, net (loss) earnings per share was also retrospectively adjusted for periods ended prior to the Merger. See–Note 3 - Reverse Capitalization for details and discussion of the retrospective adjustment of net loss per share. 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 FASBASU 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. 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 Reclassification Certain prior period amounts have been reclassified to conform to the current period presentation in the consolidated financial statements and these accompanying notes. The reclassifications did not have a material impact on the Company’s consolidated financial statements and related disclosures. The impact on any prior period disclosures was immaterial. DRAGONFLY ENERGY HOLDINGS CORP. Notes to Consolidated Financial Statements December 31, 2023 and 2022 (in thousands, except share and per share data) |
REVERSE CAPITALIZATION
REVERSE CAPITALIZATION | 12 Months Ended |
Dec. 31, 2023 | |
Reverse Capitalization | |
REVERSE CAPITALIZATION | Note 3 - REVERSE CAPITALIZATION On October 7, 2022, Legacy Dragonfly consummated a merger with CNTQ. Legacy Dragonfly was deemed to be the accounting acquirer in the merger. The determination was primarily based on Legacy Dragonfly’s stockholders having a majority of the voting power in the combined Company, Legacy Dragonfly having the ability to appoint a majority of the Board of Directors of the Company, Legacy Dragonfly’s existing management team comprising the senior management of the combined Company, Legacy Dragonfly comprising the ongoing operations of the combined Company and the combined Company assumed the name “Dragonfly Energy Holdings Corp.”. Accordingly, for accounting purposes, the merger was treated as the equivalent of Legacy Dragonfly issuing stock for the net assets of CNTQ, accompanied by a recapitalization. The net assets of CNTQ are stated at historical cost, with no goodwill or other intangible assets recorded. In accordance with guidance applicable to these circumstances, the equity structure has been restated in all comparable periods up to October 7, 2022, to reflect the number of shares of the Company’s common stock, $ 0.0001 1.182 Immediately before the closing of the merger, and prior to the PIPE Financing, and the funds remaining after such redemptions, totaling approximately $ 6,265 500,000 The PIPE Financing was consummated on September 26, 2022 and resulted in gross proceeds of an additional approximately $ 5,017 75,000 1,950 2,081 70,969 52,956 18,013 42,492 13,221 2,081 9,633 1,507 Additionally, pursuant to the terms of the merger, the Company assumed $ 18,072 10,197 DRAGONFLY ENERGY HOLDINGS CORP. Notes to Consolidated Financial Statements December 31, 2023 and 2022 (in thousands, except share and per share data) Note 3 - Reverse Capitalization (Continued) Upon the closing of the merger, the Company’s certificate of incorporation was amended and restated to, among other things, increase the total number of authorized shares of all classes of capital stock to 175,000,000 170,000,000 5,000,000 0.0001 Upon the closing of the merger, holders of Legacy Dragonfly common stock and preferred stock received shares of common stock in an amount determined by application of the Exchange Ratio. For periods prior to the merger, the reported share and per share amounts have been retroactively converted by applying the Exchange Ratio. The consolidated assets, liabilities, and results of operations prior to the merger are those of Legacy Dragonfly. The following table summarizes the elements of the merger allocated to the Consolidated Statements of Operations: SCHEDULE OF ELEMENTS OF MERGER ALLOCATED TO CONSOLIDATED STATEMENTS OF OPERATIONS Amounts Cash: CNTQ trust and PIPE Investors $ 10,979 Cash: CNTQ 303 Gross Proceeds 11,282 Net liabilities assumed in merger transaction (1,017 ) Warrant liability assumed in merger (1,990 ) CNTQ note payable settlement at close (400 ) CNTQ transaction cost paid at close (18,072 ) Net deficit assumed in recapitalization $ (10,197 ) Number of Shares Common stock, outstanding prior to merger 3,093,348 Less: Redemption of CNTQ shares (2,016,912 ) CNTQ Public Shares 1,076,436 CNTQ Sponsor Shares 3,162,500 Merger and PIPE financing shares 4,238,936 Legacy Dragonfly shares (1)(2) 38,576,650 Total shares of common stock immediately after merger 42,815,586 1) - The number of Legacy Dragonfly shares was determined from the shares of Legacy Dragonfly outstanding immediately prior to the closing of the merger converted at the Exchange Ratio. All fractional shares were rounded down. 2) - The preferred shares of Legacy Dragonfly were exchanged on a 1 to 1 ratio to common stock and the shares were then exchanged for shares of Dragonfly Energy Holdings Corp. at the Exchange Ratio. Warrants As part of the reverse capitalization transaction, the Company issued public warrants, private placement warrants and Term Loan warrants. Refer to Note 10 for a further description of the warrants. DRAGONFLY ENERGY HOLDINGS CORP. Notes to Consolidated Financial Statements December 31, 2023 and 2022 (in thousands, except share and per share data) Note 3 - Reverse Capitalization (Continued) Earnout The former holders of shares of Legacy Dragonfly common stock (including shares received as a result of the conversion of Legacy Dragonfly Preferred Stock into New Dragonfly Common Stock) are entitled to receive their pro rata share of up to 40,000,000 15,000,000 250,000 35,000 12,500,000 22.50 12,500,000 32.50 32.50 The Company accounts for the Earnout Shares as either equity-classified or liability-classified instruments based on an assessment of the Earnout Shares specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, as defined below. The Company has determined that the Earnout Shares are indexed to the Company’s common stock and are therefore not precluded from equity classification. Such accounting determination will be assessed at each financial statement reporting date to determine whether equity classification remains appropriate. If the Earnout Shares are later determined to be liability-classified instruments, the Company would recognize subsequent changes in the fair value of such Earnout Shares within earnings at each reporting period during the earnout period. The value of the Earnout Shares was prepared utilizing a Monte Carlo simulation model. The significant assumptions utilized in determining the fair value of Earnout Shares include the following: (1) a price for our common stock of approximately $ 14.00 4.24 255,100 41,000 42.0 64.0 4.24 15.0 The accounting treatment of the Earnout Shares have been recognized at fair value upon the closing of the merger and classified in stockholders’ equity. Because the merger is accounted for as a reverse recapitalization, the recognition of the Earnout Shares has been treated as a deemed dividend and has been recorded within additional-paid-in-capital and has no net impact on additional paid-in capital. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | ||
FAIR VALUE MEASUREMENTS | 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. DRAGONFLY ENERGY HOLDINGS CORP. Notes to Unaudited Condensed Consolidated Financial Statements (in thousands, except share and per share data) Note 3 - Fair Value Measurements (continued) 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 March 31, 2024: SCHEDULE OF FAIR VALUE OF ASSETS AND LIABILITIES Carrying Amount Fair Value (Level 1) (Level 2) (Level 3) As of March 31, 2024 Liabilities Warrant liability- Term Loan $ 1,010 $ 1,010 $ - $ - $ 1,010 Warrant liability- June Public Offering 3,214 3,214 - - 3,214 Warrant liability- Private Placement Warrants 3 3 - 3 - Total liabilities $ 4,227 $ 4,227 $ - $ 3 $ 4,224 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 March 31, 2024 and December 31, 2023 because of the relatively short maturity of these instruments. The carrying value of the term loan as of March 31, 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. DRAGONFLY ENERGY HOLDINGS CORP. Notes to Unaudited Condensed Consolidated Financial Statements (in thousands, except share and per share data) The changes for Level 3 items measured at fair value on recurring basis using significant unobservable inputs are as follows: SCHEDULE OF CHANGES FOR LEVEL 3 ITEMS MEASURED AT 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 Warrant exercises Change in fair value, gain included in net loss (1) (4 ) (220 ) Fair value as of March 31, 2024 $ 1,010 $ 3,214 Warrant Liability - Term Loan 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 (1) Changes in fair value of warrant liabilities are disclosed separately in the Condensed Consolidated Statements of Operations | Note 4 - 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. DRAGONFLY ENERGY HOLDINGS CORP. Notes to Consolidated Financial Statements December 31, 2023 and 2022 (in thousands, except share and per share data) Note 4 - Fair Value Measurements (continued) 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. The following table presents assets and liabilities that were measured at fair value in the Consolidated Balance Sheets on a recurring basis as of December 31, 2023 and 2022: SCHEDULE OF FAIR VALUE OF ASSETS AND LIABILITIES 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 following table presents assets and liabilities that were measured at fair value in the Consolidated Balance Sheets on a recurring basis as of December 31, 2022: Carrying Amount Fair Value (Level 1) (Level 2) (Level 3) As of December 31, 2022 Liabilities Warrant liability- Term Loan $ 30,841 $ 30,841 $ - $ - $ 30,841 Warrant liability- Private placement warrants 1,990 1,990 - 1,990 - Total liabilities $ 32,831 $ 32,831 $ - $ 1,990 $ 30,841 The carrying amounts of accounts receivable and accounts payable are considered level 1 and approximate fair value as of December 31, 2023 and 2022 because of the relatively short maturity of these instruments. The carrying value of the term loan as of December 31, 2023 and, 2022 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 Rollforward 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. DRAGONFLY ENERGY HOLDINGS CORP. Notes to Consolidated Financial Statements December 31, 2023 and 2022 (in thousands, except share and per share data) Note 4 - Fair Value Measurements (continued) Level 3 Rollforward (continued) The changes for Level 3 items measured at fair value on recurring basis using significant unobservable inputs are as follows: SCHEDULE OF CHANGES FOR LEVEL 3 ITEMS MEASURED AT FAIR VALUE ON RECURRING BASIS USING SIGNIFICANT UNOBSERVABLE INPUTS Warrant Liability - Term Loan Warrant Liability- June Public Offering Fair value as of December 31, 2022 $ 30,841 $ - Additions 698 13,762 Warrant exercises (11,284 ) (617 ) Change in fair value, loss (gain) included in net loss (1) (19,241 ) (9,711 ) Fair value as of December 31, 2023 $ 1,014 $ 3,434 Warrant Liability - Term Loan Fair value as of December 31, 2021 $ - Additions 52,956 Warrant exercises (16,669 ) Change in fair value, loss (gain) included in net loss (1) (5,446 ) Fair value as of December 31, 2022 $ 30,841 (1) Changes in fair value of warrant liabilities are disclosed separately in the Consolidated Statements of Operations |
INVENTORY
INVENTORY | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | ||
INVENTORY | Note 4 - INVENTORY Inventory consists of the following: SCHEDULE OF INVENTORY March 31, 2024 December 31, 2023 Raw material $ 26,995 $ 31,604 Finished goods 6,583 7,174 Total inventory $ 33,578 $ 38,778 DRAGONFLY ENERGY HOLDINGS CORP. Notes to Unaudited Condensed Consolidated Financial Statements (in thousands, except share and per share data) | Note 5 - INVENTORY Inventory consists of the following: SCHEDULE OF INVENTORY December 31, 2023 December 31, 2022 Raw material $ 31,604 $ 42,929 Finished goods 7,174 7,260 Total inventory $ 38,778 $ 50,189 DRAGONFLY ENERGY HOLDINGS CORP. Notes to Consolidated Financial Statements December 31, 2023 and 2022 (in thousands, except share and per share data) |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | ||
COMMITMENTS AND CONTINGENCIES | 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 $ 118 to $ 361 . 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 monthly rent under the lease will begin July 24, 2024. The following table presents the breakout of the operating leases as of: SCHEDULE OF BREAKOUT OF OPERATING LEASES March 31, 2024 December 31, 2023 Operating lease right-of-use assets $ 23,988 $ 3,315 Short-term operating lease liabilities 1,682 1,288 Long-term operating lease liabilities 22,763 2,234 Total operating lease liabilities $ 24,445 $ 3,522 Weighted average remaining lease term 9.29 years 2.6 years Weighted average discount rate 7.75 % 5.2 % Assumptions used in determining our incremental borrowing rate include the Company’s implied credit rating and an estimate of secured borrowing rates based on comparable market data. At March 31, 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) $ 2,460 December 31, 2025 4,267 December 31, 2026 3,810 December 31, 2027 3,004 December 31, 2028 3,094 Thereafter 19,070 Total lease payments 35,705 Less imputed interest 11,260 Total operating lease liabilities $ 24,445 (1) Represents scheduled payments for the remaining nine-month period ending December 31, 2024. SCHEDULE OF LEASE COST For The Three Months Ended March 31, Lease cost Classification 2024 2023 Operating lease cost Cost of goods sold $ 350 $ 347 Operating lease cost Research and development 23 22 Operating lease cost General and administration 270 12 Operating lease cost Selling and marketing 12 12 Total lease cost $ 655 $ 393 All lease costs included in the schedule above are fixed. DRAGONFLY ENERGY HOLDINGS CORP. Notes to Unaudited Condensed Consolidated Financial Statements (in thousands, except share and per share data) Note 5 – Commitments and Contingencies (continued) 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 March 31, 2024 December 31, 2023 Finance lease right-of-use assets $ 99 $ 106 Short-term finance lease liabilities 37 36 Long-term finance lease liabilities 56 66 Total finance lease liabilities $ 93 $ 102 Weighted average remaining lease term 2.5 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 March 31, 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) $ 31 December 31, 2025 41 December 31, 2026 24 December 31, 2027 4 Total lease payments 100 Less imputed interest 7 Total operating lease liabilities $ 93 (1) Represents scheduled payments for the remaining nine-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. DRAGONFLY ENERGY HOLDINGS CORP. Notes to Unaudited Condensed Consolidated Financial Statements (in thousands, except share and per share data) | Note 6 - 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 $ 111 128 230 23 21 3 2.4 The following table presents the breakout of the operating leases as of: SCHEDULE OF BREAKOUT OF OPERATING LEASES December 31, 2023 December 31, 2022 Operating lease right-of-use assets $ 3,315 $ 4,513 Short-term operating lease liabilities 1,288 1,188 Long-term operating lease liabilities 2,234 3,541 Total operating lease liabilities $ 3,522 $ 4,729 Weighted average remaining lease term 2.6 3.6 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 December 31, 2023, 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) $ 2,460 December 31, 2024 $ 1,435 December 31, 2025 1,435 December 31, 2026 893 December 31, 2028 3,094 Thereafter 19,070 Total lease payments 3,763 Less imputed interest 241 Total operating lease liabilities $ 3,522 SCHEDULE OF LEASE COST For The Years Ended December 31, Lease cost Classification 2023 2022 Operating lease cost Cost of goods sold $ 1,393 $ 1,476 Operating lease cost Research and development 90 95 Operating lease cost General and administration 47 50 Operating lease cost Selling and marketing 47 49 Total lease cost $ 1,577 $ 1,670 All lease costs included in the schedule above are fixed. DRAGONFLY ENERGY HOLDINGS CORP. Notes to Consolidated Financial Statements December 31, 2023 and 2022 (in thousands, except share and per share data) Note 6 - Commitments and Contingencies (continued) Financing Leases During the years ended December 31, 2023 and 2022, the Company entered into a finance lease agreement for equipment to support the Company’s operations. Payments under the finance lease agreement are fixed for a term of 3 5 The following table presents the breakout of the financing leases as of: SCHEDULE OF BREAKOUT OF FINANCE LEASES December 31, 2023 December 31, 2022 Finance lease right-of-use assets $ 106 $ 45 Short-term finance lease liabilities 36 10 Long-term finance lease liabilities 66 35 Total finance lease liabilities $ 102 $ 45 Weighted average remaining lease term 2.7 4.2 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 December 31, 2023, the future minimum lease payments under these financing leases are as follows: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER FINANCE LEASES Fiscal Years Ending December 31 31 December 31, 2024 $ 41 December 31, 2025 41 December 31, 2026 24 December 31, 2027 4 Total lease payments 110 Less imputed interest 8 Total financing lease liabilities $ 102 Other Contingencies See Note 8 for further discussion regarding contingent consideration arising from the April 2022 Asset Purchase agreement with Thomason Jones Company, LLC. See Note 3 for further discussion regarding the earnout related to the reverse capitalization transaction. DRAGONFLY ENERGY HOLDINGS CORP. Notes to Consolidated Financial Statements December 31, 2023 and 2022 (in thousands, except share and per share data) |
LONG TERM DEBT
LONG TERM DEBT | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Debt Disclosure [Abstract] | ||
LONG TERM DEBT | 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 “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. 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 (i) until April 1, 2023, at a per annum rate equal to the adjusted Secured Overnight Financing Rate (“SOFR”) plus a margin equal to 13.5% , of which 7% will be payable in cash and 6.5% will be paid in kind, (ii) 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, which will be paid in kind and (iii) 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% . 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 three months ended March 31, 2024 and 2023, a total of $ 3,701 and $ 3,496 , respectively, of interest expense was incurred under the debt. Amortization of the debt issuance costs amounted to $ 894 and $ 219 , respectively, during the three months ended March 31, 2024 and 2023. The carrying balance of $ 21,837 on March 31, 2024 consisted of $ 69,725 in principal, plus $ 7,389 PIK interest, less $ 55,277 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. DRAGONFLY ENERGY HOLDINGS CORP. Notes to Unaudited Condensed Consolidated Financial Statements (in thousands, except share and per share data) Note 6 - Long Term Debt (continued) Term Loan Agreement (continued) 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 March 31, 2024, the Company was not in compliance with our financial covenants pertaining to the fixed charge coverage ratio, liquidity, and the maximum senior leverage ratio. On March 31, 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. 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. At March 31, 2024, the future debt maturities are as follows: SCHEDULE OF FUTURE DEBT MATURITIES For Year Ended December 31, 2024 - 2025 938 2026 78,703 Total 79,641 Less: Estimated interest paid-in-kind (2,527 ) Total debt 77,114 Less: Unamortized debt issuance costs (55,277 ) Total carrying amount 21,837 Less: Current portion of debt (21,837 ) Total long-term debt $ - | Note 7 - LONG TERM DEBT Financing—Trust Indenture On November 24, 2021, the Company entered into agreements to issue $ 45,000 45,000 Upon closing date of the financing the Company received a wire for $ 35,474 45,000 3,188 6,338 4,725 60 1,553 The obligation for the Series 2021-6 Notes underlying the Trust Indenture is $ 45,000 5.50 50 5 December 1, 2022 twenty four 1,875 November 1, 2024 1,873 1,783 Term Loan Agreement On October 7, 2022, 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” and, collectively with the Chardan Lender, the “Initial Term Loan Lenders”) entered into the Term Loan, Guarantee and Security Agreement (the “Term Loan Agreement”) setting forth the terms of a senior secured term loan facility in an aggregate principal amount of $ 75,000 DRAGONFLY ENERGY HOLDINGS CORP. Notes to Consolidated Financial Statements December 31, 2023 and 2022 (in thousands, except share and per share data) Note 7 - Long Term Debt (continued) 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 Transaction 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 5 937.5 24 13.5 7 6.5 7 4.5 6.5 11.5 13.5 1 During the year ended December 31, 2023, the Company prepaid the first four installments of the Term Loan which amounted to $ 5,275 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 10 1,600,000 10 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 years ended December 31, 2023 and 2022, a total of $ 14,272 3,195 1,471 38 The carrying balance of $ 19,683 69,725 6,130 56,172 19,242 75,000 1,192 56,950 DRAGONFLY ENERGY HOLDINGS CORP. Notes to Consolidated Financial Statements December 31, 2023 and 2022 (in thousands, except share and per share data) Note 7 - Long Term Debt (continued) Term Loan Agreement (continued) 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 December 31, 2023, the Company was not in compliance with our financial covenants pertaining to the fixed charge coverage ratio, liquidity, and the maximum senior leverage ratio. On December 29, 2023, the Company received a waiver from its Administrative Agent and Term Loan Lenders in regards to its compliance with the Tests as of the last day of the quarter ended December 31, 2023. 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. At December 31, 2023, the future debt maturities are as follows: SCHEDULE OF FUTURE DEBT MATURITIES For Year Ended December 31, 2024 - 2024 - 2025 938 2026 78,731 Total 79,669 Less: Estimated interest paid-in-kind (3,814 ) Total debt 75,855 Less: Unamortized debt issuance costs (56,172 ) Total carrying amount 19,683 Less: Current portion of debt (19,683 ) Total long-term debt $ - |
ASSET PURCHASE AGREEMENT
ASSET PURCHASE AGREEMENT | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] | ||
ASSET PURCHASE AGREEMENT | 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. This expense is reflected in the statement of operations under Sales and marketing expense. The total amount has been recognized as compensation expense as of December 31, 2023, since it was deemed earned and no further service performance was required. DRAGONFLY ENERGY HOLDINGS CORP. Notes to Unaudited Condensed Consolidated Financial Statements (in thousands, except share and per share data) | Note 8 - 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 1,000 444 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 1,000 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 DRAGONFLY ENERGY HOLDINGS CORP. Notes to Consolidated Financial Statements December 31, 2023 and 2022 (in thousands, except share and per share data) |
RELATED PARTY
RELATED PARTY | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Related Party Transactions [Abstract] | ||
RELATED PARTY | 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. 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. | Note 9 - RELATED PARTY The Company loaned its former Chief Financial Officer $ 469 March 1, 2026 On October 25, 2022, the Company entered into a separation and release of claims agreement with its former 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 1,000 100,000 77,316 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 (Note 1) in lieu of a Company van. The Company accounted for the cost of the van as an employee bonus, resulting in $ 116 On March 5, 2023, the Company entered into a convertible promissory note (the “March Note”) with a board member in the amount of $ 1,000 100 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 76 |
WARRANTS
WARRANTS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Warrants | ||
WARRANTS | Note 9 - WARRANTS Common Stock Warrants classified as Equity Public Warrants The Company’s Public Warrants are classified as equity as of March 31, 2024 and March 31, 2023 there were 9,487,500 Public Warrants issued and outstanding. During the three months ended March 31, 2024, no public warrants were DRAGONFLY ENERGY HOLDINGS CORP. Notes to Unaudited Condensed Consolidated Financial Statements (in thousands, except share and per share data) Note 9 - Warrants (Continued) 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 March 31, 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). We 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 1,600,000 10 457,142 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 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. 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. DRAGONFLY ENERGY HOLDINGS CORP. Notes to Unaudited Condensed Consolidated Financial Statements (in thousands, except share and per share data) Note 9 - Warrants (continued) Common Stock Warrants classified as Liability (Continued) The following table provides the significant inputs to the Black-Scholes method for the fair value of the Penny Warrants: SCHEDULE FAIR VALUE WARRANTS As of As of 2023 Common stock price $ 0.54 $ 0.54 Exercise price 0.01 0.01 Dividend yield 0 % 0 % Term 8.52 - 9.75 10 Volatility 96.00 % 96.00 % Risk-free rate 4.20 % 3.90 % Fair value $ 0.54 $ 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 2024 As of 2023 Common stock price $ 0.54 $ 0.54 Exercise price $ 2.00 $ 2.00 Dividend yield 0 % 0 % Term 4.23 4.48 Volatility 104.00 % 106.00 % Risk-free rate 4.30 % 3.90 % Fair value $ 0.29 $ 0.31 DRAGONFLY ENERGY HOLDINGS CORP. Notes to Unaudited Condensed Consolidated Financial Statements (in thousands, except share and per share data) Note 9 - Warrants (continued) SCHEDULE OF ROLL FORWARD IN WARRANTS Term Loan Warrants: Common Stock Warrants Warrants Outstanding, January 1, 2024 1,884,510 Exercise of warrants - Warrants issued - Warrants Outstanding, March 31, 2024 1,884,510 Investor Warrants: Common Stock Warrants Warrants Outstanding, January 1, 2023 11,131,900 Warrants Outstanding, Beginning 11,131,900 Issuance of warrants - Exercise of warrants - Warrants outstanding, March 31, 2024 11,131,900 Warrants outstanding, Ending 11,131,900 | Note 10 - WARRANTS Common Stock Warrants classified as Equity Public Warrants Each Public Warrant entitles the holder to the right to purchase one share of common stock at an exercise price of $ 11.50 0.01 16.00 9,487,500 DRAGONFLY ENERGY HOLDINGS CORP. Notes to Consolidated Financial Statements December 31, 2023 and 2022 (in thousands, except share and per share data) Note 10 - Warrants (Continued) Common Stock Warrants classified as Equity (Continued) Public Warrants (Continued) The measurements of the Public Warrants after the detachment of the Public Warrants from the Units are classified as Level 1 due to the use of an observable market quote in an active market under the ticker DFLIW. For periods subsequent to the detachment of the Public Warrants from the Units, the close price of the Public Warrant price was used as the fair value of the Warrants as of each relevant date. During the year ended December 31, 2023, the Company received proceeds from public warrant exercises of $ 747 64,971 June 2023 Offering (Underwriter and Investor Warrants) In connection with the entry into the underwriting agreement as further described in Note 11 of the financial statements, (the “June 2023 Offering”) the Company issued (i) underwriters warrants to purchase up to an aggregate of 570,250 2.50 125 10,000,000 2.00 1,500,000 1,500,000 1,405,000 1,405,000 Underwriters’ Warrants: SCHEDULE OF UNDERWRITER WARRANTS Common Stock Warrants Underwriters’ Warrants Outstanding, January 1, 2023 - Underwriters’ Warrants issued 570,250 Underwriters’ Warrants Outstanding, December 31, 2023 570,250 DRAGONFLY ENERGY HOLDINGS CORP Notes to Consolidated Financial Statements December 31, 2023 and 2022 (in thousands, except share and per share data) Note 10 - Warrants (Continued) 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). During the year ended December 31, 2023, private placement warrant holders exercised 3,126,472 1,100,000 1,501,386 4,627,858 SCHEDULE OF WARRANTS CLASSIFICATION AT BALANCE SHEET DATE Warrant Class Shares Inception Date Fair Value Initial Recognition Date Exercise Price Expiration Date Private Placement Warrants 4,627,858 1,990 10/7/2022 11.5 8/11/2026 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). We 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 1,600,000 10 457,142 2,000,000 1,996,323 4,783 1,286,671 DRAGONFLY ENERGY HOLDINGS CORP Notes to Consolidated Financial Statements December 31, 2023 and 2022 (in thousands, except share and per share data) Note 10 - Warrants (continued) Common Stock Warrants classified as Liability (Continued) The following table provides the significant inputs to the Black-Scholes method for the fair value of the Penny Warrants: SCHEDULE FAIR VALUE WARRANTS As of As of Common stock price $ 0.54 $ 11.09 Exercise price 0.01 0.01 Dividend yield 0 % 0 % Term 10 9.77 Volatility 96.00 % 90.00 % Risk-free rate 3.90 % 3.90 % Fair value $ 0.54 $ 11.89 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 Common stock price $ 0.54 Exercise price $ 2.00 Dividend yield 0 % Term 4.48 Volatility 106.00 % Risk-free rate 3.90 % Fair value $ 0.31 The following table presents a roll-forward of the Company’s warrants from January 1, 2023 to December 31, 2023: SCHEDULE OF ROLL FORWARD IN WARRANTS Private Warrants: Common Stock Warrants Warrants Outstanding, January 1, 2022 - Assumed in the merger 4,627,858 Exercise of warrants Issued in conjunction with merger Exercised subsequent to the merger Warrants issued Warrants Outstanding, December 31, 2022 4,627,858 Warrants Outstanding, January 1, 2023 4,627,858 Exercise of warrants (3,126,472 ) Balances, December 31, 2023 1,501,386 Public Warrants: Common Stock Warrants Warrants Outstanding, January 1, 2022 - Assumed in the merger 9,487,500 Warrants Outstanding, December 31, 2022 9,487,500 Warrants Outstanding, January 1, 2023 9,487,500 Exercise of warrants (64,971 ) Balances, December 31, 2023 9,422,529 Dragonfly Energy Holdings Corp. Notes to Consolidated Financial Statements December 31, 2023 and 2022 (in thousands, except share and per share data) Note 10 - Warrants (continued) Term Loan Warrants: Common Stock Warrants Warrants Outstanding, January 1, 2022 - Issued in conjunction with merger 4,193,056 Exercised subsequent to the merger (1,600,000 ) Warrants Outstanding, December 31, 2022 2,593,056 Warrants Outstanding, January 1, 2023 2,593,056 Exercise of warrants (2,000,000 ) Warrants issued 1,291,454 Warrants Outstanding, December 31, 2023 1,884,510 Investor Warrants: Common Stock Warrants Warrants Outstanding, January 1, 2023 - Warrants Outstanding, Beginning - Issuance of warrants 11,405,000 Exercise of warrants (273,100 ) Warrants outstanding, December 31, 2023 11,131,900 Warrants Outstanding, Ending 11,131,900 The following table presents a roll forward of the aggregate fair values of the Company’s warrant liabilities for which fair value is determined by Level 3 Inputs. The only class of warrants that were determined to be Level 3 were the term loan and June Offering Investor Warrants. SCHEDULE OF ROLL FORWARD OF AGGREGATE FAIR VALUES OF WARRANT LIABILITIES Warrant Liability Balances, January 1, 2022 $ - Issuance of warrants 52,956 Exercise of warrants (16,669 ) Change in fair value of warrants (5,446 ) Balances, December 31, 2022 $ 30,841 Balances, January 1, 2023 $ 30,841 Issuance of warrants 14,460 Exercise of warrants (11,901 ) Change in fair value of warrants (28,952 ) Balances, December 31, 2023 $ 4,448 |
COMMON STOCK
COMMON STOCK | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Equity [Abstract] | ||
COMMON STOCK | Note 10 - COMMON STOCK No dividends on common stock had been declared by the Company. For the three months ended March 31, 2024 and 2023, the Company had reserved shares of common stock for issuance as follows: SUMMARY OF RESERVED SHARES OF COMMON STOCK FOR ISSUANCE March 31, 2024 March 31, 2023 Options issued and outstanding 2,315,299 3,731,392 Common stock outstanding 60,260,282 45,795,502 Warrants outstanding 24,510,575 12,266,971 Earnout shares 40,000,000 40,000,000 Shares available for future issuance 10,986,525 4,319,309 Total 138,072,681 106,113,174 ChEF Equity Facility The Company and Chardan Capital Markets LLC, a New York limited liability company (“CCM LLC”) entered into a purchase agreement (the “Purchase Agreement”) and a Registration Rights Agreement in connection with the merger. Pursuant to the 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. In addition, the Company appointed LifeSci Capital, LLC as “qualified independent underwriter” with respect to the transactions contemplated by the Purchase Agreement. Under the terms of the Purchase Agreement, the Company issued 73,500 shares pursuant to the Purchase Agreement with CCM LLC for aggregate net proceeds to the Company of $ 597 from the period January 1, 2023 through March 31, 2023. No issuances have occurred for the period of January 1, 2024 through March 31, 2024. DRAGONFLY ENERGY HOLDINGS CORP. Notes to Unaudited Condensed Consolidated Financial Statements (in thousands, except share and per share data) | Note 11 - COMMON STOCK The Company is authorized to issue up to 250,000,000 0.0001 60,260,282 43,272,728 Dragonfly Energy Holdings Corp. Notes to Consolidated Financial Statements December 31, 2023 and 2022 (in thousands, except share and per share data) Note 11 - Common Stock (continued) On June 12, 2022, Dragonfly entered into a Stock Purchase Agreement with THOR Industries, whereby THOR purchased shares of Dragonfly common stock for $ 15,000 For the year ended December 31, 2023 and 2022, the Company had reserved shares of common stock for issuance as follows: SUMMARY OF RESERVED SHARES OF COMMON STOCK FOR ISSUANCE December 31, 2023 December 31, 2022 Options issued and outstanding 2,364,787 3,642,958 Common stock outstanding 60,260,282 43,272,728 Warrants outstanding 24,510,575 16,708,414 Earnout shares 40,000,000 40,000,000 Shares available for future issuance 4,469,280 4,924,914 Total 131,604,924 108,549,014 ChEF Equity Facility The Company and CCM LLC entered into a purchase agreement (the “Purchase Agreement”) and a Registration Rights Agreement (the “ChEF RRA”) in connection with the merger. Pursuant to the 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 $ 150,000 Pursuant to, 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, the Company will have the right from time to time at its 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 $ 150,000 Under the terms of the Purchase Agreement, CCM LLC will not be obligated to (but may, at its option, choose to) purchase shares of common stock to the extent the number of shares to be purchased would exceed the lowest of the number of shares of common stock (i) which would result in beneficial ownership (as calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder) by CCM LLC, together with its affiliates, of more than 9.9%, (ii) which would cause the aggregate purchase price on the applicable VWAP Purchase Date (as defined in the Purchase Agreement) for such purchases to exceed $3,000 and (iii) equal to 20% of the total number of shares of common stock that would count towards VWAP on the applicable Purchase Date of such purchase The net proceeds from any sales under the Purchase Agreement will depend on the frequency with, and prices at, which shares of common stock are sold to CCM LLC. To the extent the Company sells shares of common stock under the Purchase Agreement, it currently plans to use any proceeds therefrom for working capital and other general corporate purposes. In addition, pursuant to the ChEF RRA, the Company has agreed to provide CCM LLC with certain registration rights with respect to the shares of common stock issued subject to the Purchase Agreement. Dragonfly Energy Holdings Corp. Notes to Consolidated Financial Statements December 31, 2023 and 2022 (in thousands, except share and per share data) Note 11 - Common Stock (continued) The Purchase Agreement will automatically terminate on the earliest to occur of (i) the 36-month anniversary of the later of (x) the closing of the merger and (y) effective date of the Initial Registration Statement (as defined in the Purchase Agreement), (ii) the date on which CCM LLC shall have purchased 150,000,000 of shares of common stock pursuant to the Purchase Agreement, (iii) the date on which common stock shall have failed to be listed or quoted on Nasdaq or any successor principal market and (iv) the commencement of certain bankruptcy proceedings or similar transactions with respect to the Company or all or substantially all of its property. Under the terms of the Purchase Agreement, the Company issued 588,500 1,273 June 2023 Offering In the June 2023 Offering, the Company sold an aggregate of (i) 10,000,000 10,000,000 2.00 The Investor Warrants are exercisable for five years from the closing date of the June 2023 Offering, have an exercise price of $ 2.00 2.50 June 20, 2028 The Company granted the underwriters a 45-day over-allotment option to purchase up to an additional 1,500,000 1,500,000 1,405,000 1,405,000 The Company received gross proceeds of $ 22,810 2,074 1,169 904 13,762 Dragonfly Energy Holdings Corp. Notes to Consolidated Financial Statements December 31, 2023 and 2022 (in thousands, except share and per share data) |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | ||
STOCK-BASED COMPENSATION | Note 11 - STOCK-BASED COMPENSATION Share-based compensation expense for options and RSUs totaling $ 266 and $ 4,487 was recognized in the Company’s consolidated statements of operations for the three months ended March 31, 2024 and 2023, respectively. Of the $ 266 of share-based compensation incurred during the three months ended March 31, 2024, $ 32 is allocated to cost of goods sold, $ 65 to research and development, $ 60 to selling and marketing, and $ 109 to general and administrative expenses. Of the $ 4,487 of share-based compensation incurred during the three months ended March 31, 2023, $ 36 is allocated to cost of goods sold, $ 29 to research and development, $ 856 to selling and marketing, and $ 3,566 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 our participating subsidiaries to purchase shares of our common stock, at semi-annual intervals, with their accumulated payroll deductions. A total of 2,464,400 shares of the Company’s common stock will initially be 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 our common stock on December 31 in the prior year, (2) 1,500,000 shares, or (3) such number as determined by the Company’s board of directors. A summary of the Company’s option activity and related information follows: SCHEDULE OF OPTION ACTIVITY AND RELATED INFORMATION Number of 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 (49,488 ) 3.11 1.77 - Options exercised - - - - Balances, March 31, 2024 2,315,299 $ 2.68 $ 1.56 6.42 $ 60 At March 31, 2024 Vested and Exercisable 1,651,913 $ 2.46 6.34 $ 60 Vested and expected to vest 2,315,299 $ 2.68 6.42 $ 60 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 three months ended March 31, 2023. 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 $ 45 was recorded as compensation expense during the three months ended March 31, 2024. The following table presents the restricted stock units activity for the three months ended March 31, 2024: SCHEDULE OF RESTRICTED STOCK UNITS ACTIVITY Number of Weighted-Average Fair Market Value Unvested shares, January 1, 2024 47,000 $ 2.69 Granted and unvested 220,000 0.43 Vested (104,875 ) 2.34 Unvested shares, March 31, 2024 162,125 $ 0.97 As of March 31, 2024, there were 10,986,525 shares of unissued authorized and available for future awards under the 2022 Equity Incentive Plan and Employee Stock Purchase Plan. DRAGONFLY ENERGY HOLDINGS CORP. Notes to Unaudited Condensed Consolidated Financial Statements (in thousands, except share and per share data) | Note 12 - STOCK-BASED COMPENSATION In July of 2021, the Board of Directors approved the 2021 Stock Incentive Plan (the “2021 Plan” and, together with the 2019 Plan, the “Prior Plans”) with a term of ten years 1,000,000 2,000,000 In connection with the merger, shareholders and board members approved the Dragonfly Energy Holdings 2022 Equity Incentive Plan (the “2022 Plan”). A total of 2,785,950 If an incentive award granted under the 2022 Plan expires, terminates, is unexercised or is forfeited, or if any shares are surrendered to us in connection with an incentive award, the shares subject to such award and the surrendered shares will become available for future awards under the 2022 Plan. The number of shares subject to the 2022 Plan, and the number of shares and terms of any Incentive Award may be adjusted in the event of any change in our outstanding common stock by reason of any stock dividend, spin-off, stock split, reverse stock split, recapitalization, reclassification, merger, consolidation, liquidation, business combination or exchange of shares, or similar transaction. The Company maintains an Employee Stock Purchase Plan (“ESPP”) which is designed to allow eligible employees and the eligible employees of our participating subsidiaries to purchase shares of our common stock, at semi-annual intervals, with their accumulated payroll deductions. A total of 2,464,400 1 1,500,000 A summary of the Company’s option activity and related information follows: SCHEDULE OF OPTION ACTIVITY AND RELATED INFORMATION Number of (1) Weighted-Average Exercise Price Weighted-Average Grant Date Fair Value Weighted- Aggregate intrinsic value Balances, January 1, 2022 3,690,955 $ 1.98 $ 1.38 8.52 $ 6,550 Options granted 572,428 3.46 1.57 - Options forfeited (39,074 ) 3.13 1.73 - Options exercised (581,351 ) 1.16 0.89 - Balances, December 31, 2022 3,642,958 $ 2.02 $ 1.21 7.90 $ 35,898 Balances, January 1, 2023 3,642,958 $ 2.02 $ 1.21 7.90 $ 35,898 Options granted 143,607 7.50 3.82 632 Options forfeited (504,116 ) 2.95 1.63 439 Options exercised (917,662 ) 0.64 1.28 585 Balances, December 31, 2023 2,364,787 $ 2.69 $ 1.57 7.60 $ 60 At December 31, 2023 Vested and Exercisable 1,530,078 $ 2.43 7.44 $ 60 Vested and expected to vest 2,364,787 $ 2.69 7.60 $ 60 (1) Number of options and weighted average exercise price prior to the merger has been adjusted to reflect the exchange of Legacy Dragonfly’s stock options for New Dragonfly stock options at an exchange ratio of approximately 1.182 Dragonfly Energy Holdings Corp. Notes to Consolidated Financial Statements December 31, 2023 and 2022 (in thousands, except share and per share data) Note 12 - Stock-Based Compensation (continued) Share-based compensation expense for options and RSUs totaling $ 6,710 2,467 6,710 133 116 1,097 5,364 2,467 155 149 654 1,509 The valuation methodology used to determine the fair value of the options issued during the year was the Black Scholes option pricing model. The Black Scholes model requires the use of a number of assumptions including volatility of the stock price, the fair value of the underlying stock, the average risk free interest rate, and the weighted average expected life of the options. The expected term was estimated using the simplified method due to lack of sufficient history of option exercises. SCHEDULE OF VALUATION ASSUMPTIONS OF OPTIONS 2023 2022 Weighted average fair value of options granted $ 3.82 $ 1.57 Risk-free interest rate 4.20 % 2.71 % Volatility 45.0 % 45.0 % Expected life (years) 6.45 5.68 Dividend yield 0.00 % 0.00 % Restricted Stock Units On October 7, 2022, the Company granted 180,000 2,520 461,998 3,464 47,000 47,000 126 22 Dragonfly Energy Holdings Corp. Notes to Consolidated Financial Statements December 31, 2023 and 2022 (in thousands, except share and per share data) Note 12 - Stock-Based Compensation (continued) Restricted Stock Units (Continued) There were no grants of restricted stock units prior to October 7, 2022. The following table presents the restricted stock units activity for the year ended December 31, 2023: SCHEDULE OF RESTRICTED STOCK UNITS ACTIVITY Number of Weighted- Unvested shares at January 1, 2022 - $ - Granted and unvested 180,000 14.00 Vested - - Unvested shares, December 31, 2022 180,000 $ 14.00 Unvested shares, January 1, 2023 180,000 $ 14.00 Granted and unvested 508,998 7.06 Vested (641,998 ) 9.32 Unvested shares, December 31, 2023 47,000 $ 2.69 As of December 31, 2023, there were 4,469,280 |
SUPPLIER AGREEMENT
SUPPLIER AGREEMENT | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Payables and Accruals [Abstract] | ||
SUPPLIER AGREEMENT | 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 - SUPPLIER AGREEMENT On May 9, 2023, Ioneer Rhyolite Ridge LLC (“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. Dragonfly Energy Holdings Corp. Notes to Consolidated Financial Statements December 31, 2023 and 2022 (in thousands, except share and per share data) |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | Note 14 - INCOME TAXES The income tax expense consists of the following items: SCHEDULE OF INCOME TAX EXPENSE 2023 2022 Current - Federal $ (36 ) $ (317 ) Current – State 10 60 Deferred – Federal - (448 ) Deferred – State - (4 ) Total tax expense $ (26 ) $ (709 ) Components of deferred tax assets (liabilities) are as follows: SCHEDULE OF COMPONENTS OF DEFERRED TAX ASSETS (LIABILITIES) 2023 2022 Deferred tax assets: $ 850 $ - Lease liability 804 1,071 Stock based compensation 1,305 139 Accrued expenses 1,179 506 Allowance for bad debt 62 75 Research and development credit 847 200 Fixed assets and intangibles 1,657 25 Interest expense 4,907 1,595 Prepaid expenses 512 960 Net Operating Loss 7,891 3,727 Inventory (Sec. 263A) 360 62 Deferred tax asset $ 20,374 $ 8,360 Deferred tax liabilities: Right of Use Asset 757 1,036 Deferred tax liability 757 1,036 Net deferred tax asset (liability) 19,617 7,324 Valuation Allowance (19,617 ) (7,324 ) Net deferred tax asset $ - $ - Dragonfly Energy Holdings Corp. Notes to Consolidated Financial Statements December 31, 2023 and 2022 (in thousands, except share and per share data) Note 14 - Income Taxes (Continued) Reconciliation between the effective tax rate on income from continuing operations and the statutory rate for the year ending December 31, 2023 and 2022, is as follows: SCHEDULE OF RECONCILIATION BETWEEN THE EFFECTIVE TAX RATE ON INCOME FROM CONTINUING OPERATIONS AND THE STATUTORY RATE 2023 2022 Tax Percentage Tax Percentage Book income (loss) before taxes $ (2,902 ) 21.00 % (8,547 ) 21.00 % Permanent differences (transaction costs) - - % 2,185 (5.37 )% Permanent differences (warrants) - - % (1,144 ) 2.81 % Permanent differences (other than tax)) (6,089 ) 44.07 % 458 (1.13 )% State taxes, net (1,233 ) 8.92 % (722 ) 1.77 % Deferred true-up (1,617 ) 11.71 % (288 ) 0.71 % Research and development credits (647 ) 4.68 % (200 ) 0.49 % Research and development capitalization (300 ) 2.17 % - - % Uncertain tax positions 132 (0.96 )% 128 (0.31 )% Other 68 (0.49 )% 97 (0.24 )% Rate Change 268 (1.94 )% Change in valuation allowance 12,294 (88.96 )% 7,324 (18.00 )% Total $ (26 ) (709 ) Effective tax rate 0.20 % 1.74 % The tax returns of the Company are open for three years form the date of filing. At the report date, federal tax returns are open for the Company for 2020, 2021 and 2022. Under the provisions of the Internal Revenue Code, the net operating loss and tax credit carryforwards are subject to review and possible adjustment by the Internal Revenue Service and state tax authorities. Net operating loss and tax credit carryforwards may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest of significant shareholders over a three-year period in excess of 50 percent, as defined under Sections 382 and 383 of the Internal Revenue Code, respectively, as well as similar state provisions. This could limit the amount of tax attributes that can be utilized annually to offset future taxable income or tax liabilities. The amount of the annual limitation is determined based on the value of the Company immediately prior to the ownership change. Subsequent ownership changes may further affect the limitation in future years. The Company has not yet evaluated if section 382 was triggered. Subject to the limitations described below, as of December 31, 2023, the Company had federal net operating loss carryforwards of approximately $ 34,941 80 14,969 847 2042 Management of the Company evaluated the positive and negative evidence bearing upon the realizability of its deferred tax assets and determined that it is more likely than not that the Company will not recognize the benefits of the deferred tax assets. As a result, a full valuation allowance was recorded as of December 31, 2023. The valuation allowance as of December 31, 2023 was $ 19,617 Dragonfly Energy Holdings Corp. Notes to Consolidated Financial Statements December 31, 2023 and 2022 (in thousands, except share and per share data) Note 14 - Income Taxes (Continued) As part of the Tax Cuts and Jobs Act that was enacted in December of 2017, taxpayers are required to capitalize research and development expenses and amortize them over five years if the expense is incurred in the US and over fifteen years if incurred in a foreign jurisdiction. The effective date for that provision is for tax years beginning on or after January 1, 2022. The new capitalization requirement increased deferred tax assets related to research and development expenses and decreased taxable loss in the current year, both of which were offset by a full valuation allowance. The roll-forward of the Company’s gross uncertain tax positions is as follows: SCHEDULE OF GROSS UNCERTAIN TAX POSITIONS Gross Uncertain Balance at January 1, 2022 $ - Additions for current year tax positions 128 Balance at December 31, 2022 128 Additions for current year tax positions (37 ) Balance at December 31, 2023 $ 91 The Company’s total uncertain tax positions decreased during the year ended December 31, 2023 because of a reserve established on federal research and development credits generated in the current year. None of the uncertain tax positions that, if realized, would affect the Company’s effective tax rate in future periods due to a valuation allowance provided against the Company’s net deferred tax assets. On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1 1 |
REVISIONS OF PREVIOUSLY ISSUED
REVISIONS OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Accounting Changes and Error Corrections [Abstract] | ||
REVISIONS OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | Note 14 - REVISIONS OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS The Company has revised the previously issued financial statements for the quarter ended March 31, 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 March 31, 2023 and related notes included herein to correct this error for the financial statements for the quarter ended March 31, 2023 presented. The following tables present the effect of correcting this error on the Company’s previously issued financial statements. SCHEDULE OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS Consolidated Statements of Operations As previously reported Adjustment As revised For the Period Ended March 31, 2023 Consolidated Statements of Operations As previously reported Adjustment As revised Cost of Goods Sold 14,048 76 14,124 Gross Profit 4,743 (76 ) 4,667 Loss From Operations (9,816 ) (76 ) (9,892 ) Interest Expense (3,815 ) (41 ) (3,856 ) Income Before Taxes 4,892 (117 ) 4,775 Net Income 4,892 (117 ) 4,775 Net Income per share - Basic (0.11 ) (0.0 ) (0.11 ) Net Income per share – Diluted (0.10 ) (0.0 ) (0.10 ) Consolidated Statements of Cash Flows As previously reported Adjustment As revised For the Period Ended March 31, 2023 Consolidated Statements of Cash Flows As previously reported Adjustment As revised Net Income 4,892 (117 ) 4,775 Change in Accrued Tariffs - 117 117 Consolidated Statements of Stockholders’ Equity As previously reported Adjustment As revised For the Period Ended March 31, 2023 Consolidated Statements of Stockholders’ 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 ) DRAGONFLY ENERGY HOLDINGS CORP. Notes to Unaudited Condensed Consolidated Financial Statements (in thousands, except share and per share data) | Note 15 - REVISIONS OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS The Company has revised the previously issued 2022 financial statements for the underpayment of tariffs to U.S. Customs and Border Protection (“CBP”) in the amount of $ 1.58 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 consolidated financial statements for 2022 and related notes included herein to correct this error for the 2022 financial statements presented. The following tables present the effect of correcting this error on the Company’s previously issued financial statements. SCHEDULE OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS Dragonfly Energy Holdings Corp. Notes to Consolidated Financial Statements December 31, 2023 and 2022 (in thousands, except share and per share data) Note 15 - Revisions of Previously Issued Financial Statements (Continued) Consolidated Balance Sheet As previously reported Adjustment As revised As of December 31, 2022 Consolidated Balance Sheet As previously reported Adjustment As revised Inventory $ 49,846 $ 343 $ 50,189 Total Current Assets 73,489 343 73,832 Total Assets 88,761 343 89,105 Accrued tariffs - $ 932 $ 932 Total Current Liabilities 40,531 932 41,463 Total Liabilities 77,430 932 78,362 Total Equity 11,332 (589 ) 10,743 Consolidated Balance Sheet As previously reported Adjustment As revised For the Year ended December 31, 2022 Consolidated Statement of Operations As previously reported Adjustment As revised Cost of Goods Sold $ 62,247 $ 386 $ 62,633 Gross Profit 24,004 (386 ) 23,618 Loss From Operations (33,997 ) (386 ) (34,383 ) Interest expense (6,945 ) (34 ) (6,979 ) Total Other Expense (6,283 ) (34 ) (6,317 ) Loss before taxes (40,280 ) (420 ) (40,700 ) Net Loss (39,571 ) (420 ) (39,991 ) Loss Per Share (1.03 ) (0.01 ) (1.04 ) Consolidated Balance Sheet As previously reported Adjustment As revised For the Year ended December 31, 2022 Consolidated Statement of Cash Flows As previously reported Adjustment As revised Net Loss $ (39,571 ) $ (420 ) $ (39,991 ) Change in Inventory (22,719 ) (13 ) (22,732 ) Change in Accrued tariffs - 433 433 Change in Cash Used in Operating Activities (45,696 ) - (45,696 ) Consolidated Balance Sheet As previously reported Adjustment As revised For the Year ended December 31, 2022 Consolidated Statement of Shareholder’ Equity As previously reported Adjustment As revised Retained Earnings Balance – January 1, 2022 $ 12,438 $ (169 ) $ 12,269 Net Loss (39,571 ) (420 ) (39,991 ) Retained Earnings Deficit – December 31, 2022 (27,133 ) (589 ) (27,722 ) Dragonfly Energy Holdings Corp. Notes to Consolidated Financial Statements December 31, 2023 and 2022 (in thousands, except share and per share data) |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Subsequent Events [Abstract] | ||
SUBSEQUENT EVENTS | Note 15 - SUBSEQUENT EVENTS 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 April 24, 2024, the Company issued 244,774 shares in connection with its Employee Stock Purchase Plan for a total consideration of approximately $ 112 992 shares as a result of exercised stock options upon the receipt of proceeds of approximately $ 1 . On April 12, 2024 the Company entered into a lease agreement, pursuant to which the Company agreed to lease an approximately 64 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 initial term of the Fernley Lease Agreement (the “Term”) is for a period of sixty (60) months, effective April 1, 2024. The base rent for the Premises, payable monthly, is $ 45 for the first twelve months of the Term and is subject to a three percent ( 3.0% ) increase on the anniversary of 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 . 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. 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. 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. On April 15, 2024, the board of directors approved an amendment to the Company’s Director Compensation Policy offering its directors long-term incentive awards that are issuable subject to the sole discretion of the Company’s compensation committee. Each such long-term incentive award is payable in the form of cash and or equity awards. Each such award shall be determined each fiscal year and are subject to the director’s continued service with the Company and other conditions as the Company’s compensation committee deems appropriate. Where equity awards are issued, such awards are subject to the terms and conditions of the Dragonfly Energy Holdings Corp. 2022 Equity Incentive Plan. On April 29, 2024, the Company obtained a waiver from the Term Loan administrative agent and lenders in regard to the Company’s compliance with the liquidity requirement under the Term Loan as of the last day of the fiscal month ended April 30, 2024. 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 March 31, 2024 from the Term Loan Lenders in regards to its 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 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 March 31, 2024. The May 2024 Penny Warrants were immediately exercisable upon issuance and will expire ten years from the date of issuance. | Note 17 - SUBSEQUENT EVENTS 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 50 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 85 On March 31, 2024, the Company received a waiver from its Administrative Agent and Term Loan Lenders in regard to the Company’s compliance with its liquidity requirement as of the last day of the fiscal quarter ended March 31, 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 ($ 1,532 490 236 On April 12, 2024, the Company issued a total of 836 568 181 87 511 163 79 30,000 On April 12, 2024, the board of directors authorized the issuance of 222 On April 15, 2024, the board of directors approved an amendment to the Company’s Director Compensation Policy offering its directors long-term incentive awards that are issuable subject to the sole discretion of the Company’s compensation committee. Each such long-term incentive award is payable in the form of cash and or equity awards. Each such award shall be determined each fiscal year and are subject to the director’s continued service with the Company and other conditions as the Company’s compensation committee deems appropriate. Where equity awards are issued, such awards are subject to the terms and conditions of the Dragonfly Energy Holdings Corp. 2022 Equity Incentive Plan. On April 12, 2024 the Company entered into a lease agreement, pursuant to which the Company agreed to lease an approximately 64 45 3.0 50 |
(LOSS) INCOME PER SHARE
(LOSS) INCOME PER SHARE | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
(LOSS) INCOME PER SHARE | Note 13 - (LOSS) INCOME PER SHARE (Loss) Income per Common Share The following table sets forth the information needed to compute basic and diluted net (loss) income per share for the three months ended March 31, 2024 and 2023: SCHEDULE OF BASIC AND DILUTED EARNING (LOSS) PER SHARE March 31, 2024 March 31, 2023 Basic Net (Loss) Income per common share: Net (Loss) Income $ (10,367 ) $ 4,775 Weighted average number of common shares-basic 60,260,282 45,104,515 Net (Loss) Income per share, basic $ (0.17 ) $ 0.11 Diluted Net (Loss) Income per common share: Net (Loss) Income available to common stockholders $ (10,367 ) $ 4,775 Weighted average number of common shares-basic 60,260,282 45,104,515 Dilutive effect related to stock options and warrants - 3,351,481 Weighted average diluted shares outstanding 60,260,282 48,455,996 Net (Loss) Income per share, diluted $ (0.17 ) $ 0.10 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 NUMBER OF POTENTIAL SHARES OF COMMON STOCK March 31, 2024 March 31, 2023 Warrants 24,510,575 10,923,915 Restricted stock units 162,125 111,015 Options 2,315,299 - Weighted average number of common shares-basic 26,987,999 11,034,930 DRAGONFLY ENERGY HOLDINGS CORP. Notes to Unaudited Condensed Consolidated Financial Statements (in thousands, except share and per share data) |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GOING CONCERN (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Accounting Policies [Abstract] | ||
Basis of presentation | 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 SX. 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. DRAGONFLY ENERGY HOLDINGS CORP. Notes to Unaudited Condensed Consolidated Financial Statements (in thousands, except share and per share data) Note 2 – Summary of Significant Accounting Policies (continued) | Basis of presentation The accompanying consolidated financial statements and related notes have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and in accordance with generally accepted 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. |
Principles of consolidation | 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. | Principles of consolidation The accompanying consolidated financial statements and related notes have been prepared in accordance with 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. |
Going Concern | 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 three months ended March 31, 2024 and 2023, the Company incurred losses from operations and had negative cash flow from operations. As of March 31, 2024, the Company had $ 8,501 in cash and cash equivalents and working capital of $ 4,168 . 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 (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). 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. | Going Concern The accompanying 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 consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. For the year ended December 31, 2023 and 2022, the Company incurred loss from operations and had negative cash flow from operations. As of December 31, 2023, the Company had $ 12,713 15,543 In connection with the Company’s senior secured term loan facility in an aggregate principal amount of $ 75,000 (See Note 7). 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 | 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. DRAGONFLY ENERGY HOLDINGS CORP. Notes to Unaudited Condensed Consolidated Financial Statements (in thousands, except share and per share data) Note 2 – Summary of Significant Accounting Policies (continued) | Recently adopted accounting pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The FASB subsequently issued amendments to ASU 2016-13, which have the same effective date and transition date of January 1, 2023. These standards replace the existing incurred loss impairment model with an expected credit loss model and requires a financial asset measure at amortized cost to be presented at the net amount expected to be collected. The Company determined that this change did not have a material impact to the financial statements or financial statement disclosures. |
Recently issued accounting pronouncements | 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 | 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 March 31, 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. | Cash and Cash Equivalents The Company considers all short-term debt securities when purchased with a maturity of three months or less to be cash equivalents. As of December 31, 2023 and 2022, the Company held no 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 | 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 March 31, 2024 and December 31, 2023 were not material. | 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 December 31, 2023 and 2022 were not material. |
Inventory | Inventory Inventories (Note 4), | Inventory Inventories (Note 5), 67 0 |
Property and Equipment | Property and Equipment Property and equipment are stated at cost, including the cost of significant improvements and renovations. Costs of routine repairs and maintenance are charged to expense as incurred. Depreciation and amortization are calculated by the straight line method over the estimated useful lives for owned property, or, for leasehold improvements, over the shorter of the asset’s useful life or term of the lease. Depreciation expense for the years ended December 31, 2023 and 2022 was $ 1,237 891 SCHEDULE OF VARIOUS CLASSES OF PROPERTY AND EQUIPMENT AND ESTIMATED USEFUL LIVES The various classes of property and equipment and estimated useful lives are as follows: Office furniture and equipment 3 7 Vehicles 5 Machinery and equipment 3 7 Leasehold improvements Shorter of Useful Life or Remaining Term of Lease | |
Use of Estimates | 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 assets, warrant liability, equity based compensation, and income taxes. DRAGONFLY ENERGY HOLDINGS CORP. Notes to Unaudited Condensed Consolidated Financial Statements (in thousands, except share and per share data) Note 2 – Summary of Significant Accounting Policies (continued) | 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, warrant liability, equity based compensation, and income taxes. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company evaluates its long-lived assets, including property and equipment, for impairment whenever events or changes in circumstances indicate that the carrying amount of these asset may not be recoverable. Recoverability of these assets is measured by comparison of the carrying amount of each asset to the future undiscounted cash flows the asset is expected to generate over its remaining life. When indications of impairment are present and the estimated undiscounted future cash flows from the use of these assets is less than the assets’ carrying value, the related assets will be written down to fair value. There were no impairments of the Company’s long-lived assets for the periods presented. | |
Warrants | Warrants The Company applies relevant accounting guidance for warrants to purchase the Company’s 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, the Company follows 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 classification 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 qualify for equity classification are measured at fair value upon issuance and are not subsequently remeasured unless they are required to be reclassified. | |
Commitments and Contingencies | Commitments and Contingencies Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. | |
Revenue Recognition | 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 March 31, 2024 and December 31, 2023, the contract liability related to the Company’s customer deposits are $ 231 and $ 201 , respectively. DRAGONFLY ENERGY HOLDINGS CORP. Notes to Unaudited Condensed Consolidated Financial Statements (in thousands, except share and per share data) Note 2 – Summary of Significant Accounting Policies (continued) Revenue Recognition (Continued) The Company recognized $ 134 of the contract liability as of December 31, 2023 during the three months ended March 31, 2024. The Company recognized $ 211 of the contract liability as of December 31, 2022 during the three months ended March 31, 2023. | 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 90 201 238 DRAGONFLY ENERGY HOLDINGS CORP. Notes to Consolidated Financial Statements December 31, 2023 and 2022 (in thousands, except share and per share data) Note 2 – Summary of Significant Accounting Policies (continued) The Company recognized $ 230 8 434 |
Disaggregation of Revenue | Disaggregation of Revenue The following table present our disaggregated revenues by distribution channel: SCHEDULE OF DISAGGREGATED REVENUES BY DISTRIBUTION CHANNEL 2024 2023 For the Three Months Ended March 31 2024 2023 Sales Direct to Customer 5,203 10,038 Original equipment manufacturer 7,302 8,753 Total $ 12,505 $ 18,791 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. | Disaggregation of Revenue The following table present our disaggregated revenues by distribution channel: SCHEDULE OF DISAGGREGATED REVENUES BY DISTRIBUTION CHANNEL Sales 2023 2022 December 31, Sales 2023 2022 Direct to Customer 36,875 52,446 Original equipment manufacturer 27,517 33,805 Total $ 64,392 $ 86,251 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. |
Shipping and Handling | Shipping and Handling Shipping and handling fees paid by customers are recorded within net sales, with the related expenses recorded in cost of sales. Shipping and handling costs associated with outbound freight are included in sales and marketing expenses. Shipping and handling costs associated with outbound freight totaled $ 3,466 5,440 | |
Product Warranty | 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 March 31, 2024 and December 31, 2023 to be $ 414 and $ 307 , respectively. SCHEDULE OF WARRANTY OBLIGATION March 31, 2024 December 31, 2023 Beginning warranty obligation 307 328 Provision of warranty expense 197 397 Settlement of warranty claims (90 ) (418 ) Ending warranty obligation $ 414 $ 307 | Product Warranty The Company offers assurance type warranties from 5 10 307 328 SCHEDULE OF WARRANTY OBLIGATION 2023 2022 December 31, 2023 2022 Beginning warranty obligation $ 328 $ - Provision of warranty expense 397 328 Settlement of warranty claims (418 ) - Ending warranty obligation $ 307 $ 328 |
Concentrations | Concentrations As of March 31, 2024, receivables from Customer A, Customer B and Customer C comprised approximately 22 %, 14 % and 12 %, respectively, of accounts receivable. As of December 31, 2023, receivables from Customer D and Customer E comprised approximately 28 % and 10 %, respectively, of accounts receivable. For the three months ended March 31, 2024, sales from Customer A accounted for approximately 16 % of the Company’s total revenue. For the three months ended March 31, 2023, sales from Customer B accounted for approximately 26 % of the Company’s total revenue. As of March 31, 2024, payables to Vendor A comprised approximately 60 % of accounts payables. As of December 31, 2023, payables to Vendor A comprised approximately 65 % of accounts payables. For the three months ended March 31, 2024, Vendor A accounted for approximately 12 % of the Company’s total purchases. For the three months ended March 31, 2023, Vendor B and Vendor C accounted for approximately 38 % and 10 %, respectively, of the Company’s total purchases. DRAGONFLY ENERGY HOLDINGS CORP. Notes to Unaudited Condensed Consolidated Financial Statements (in thousands, except share and per share data) Note 2 – Summary of Significant Accounting Policies (continued) | Concentrations Receivables from two 28 10 three 18 10 10 Sales from one 16 one 22 Payables to one 65 one 61 For the year ended December 31, 2023, one 14 Notes to Consolidated Financial Statements December 31, 2023 and 2022 (in thousands, except share and per share data) Note 2 – Summary of Significant Accounting Policies (continued) Concentrations (continued) For the year ended December 31, 2022, one 28 |
Deferred Financing Costs | Deferred Financing Costs The incremental cost, including the fair value of warrants, directly associated with obtaining debt financing is capitalized as deferred financing costs upon the issuance of the debt and amortized over the term of the related debt agreement using the effective-interest method with such amortized amounts included as a component of interest expense in the consolidated statement of operations. Unamortized deferred financing costs are presented on the consolidated balance sheets as a direct deduction from the carrying amount of the related debt obligation. | |
Research and Development | Research and Development The Company expenses research and development costs as incurred. Research and development expenses include salaries, contractor and consultant fees, supplies and materials, as well as costs related to other overhead such as depreciation, facilities, utilities, and other departmental expenses. The costs we incur with respect to internally developed technology and engineering services are included in research and development expenses as incurred as they do not directly relate to acquisition or construction of materials, property or intangible assets that have alternative future uses. | |
Advertising | Advertising The Company expenses advertising costs as they are incurred and are included in selling and marketing expenses. Advertising expenses amounted to $ 2,167 2,334 | |
Stock-Based Compensation | 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. 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. DRAGONFLY ENERGY HOLDINGS CORP. Notes to Unaudited Condensed Consolidated Financial Statements (in thousands, except share and per share data) Note 2 – Summary of Significant Accounting Policies (continued) | 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 12). 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. 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 | 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 has a liability of $ 91 as of March 31, 2024, and December 31, 2023, respectively, 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. | Income Taxes Deferred income tax assets and liabilities (Note 15) 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 has a liability of $ 91 128 The Company’s accounting policy is to include penalties and interest related to income taxes if any, in selling, general and administrative expenses. We regularly assess 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) Income per Common Share | Net (Loss) Income per Common Share Basic net (loss) income per share is calculated by dividing net (loss) earnings by the weighted-average number of common shares outstanding during the period. Diluted net (loss) income 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) income 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) income 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. | Net (Loss) Earnings per Common Share Basic net (loss) earnings per share is calculated by dividing net (loss) earnings by the weighted-average number of common shares outstanding during the period. Diluted net (loss) earnings 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) earnings 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) earnings 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 December 31, December 31, Warrants 24,510,575 16,708,414 Restricted stock units 47,000 180,000 Options 2,364,787 3,642,958 Weighted average number of common shares-basic 26,922,362 20,531,372 As the Merger has been accounted for as a reverse recapitalization, the consolidated financial statements of the merged entity reflect the continuation of the pre-merger Legacy Dragonfly financial statements; Dragonfly equity has been retroactively adjusted to the earliest period presented to reflect the legal capital of the legal acquirer, CNTQ. As a result, net (loss) earnings per share was also retrospectively adjusted for periods ended prior to the Merger. See–Note 3 - Reverse Capitalization for details and discussion of the retrospective adjustment of net loss per share. |
Leases | 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. | 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 FASBASU 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. |
Segment Reporting | 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. | 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 |
Reclassifications | 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. | Reclassification Certain prior period amounts have been reclassified to conform to the current period presentation in the consolidated financial statements and these accompanying notes. The reclassifications did not have a material impact on the Company’s consolidated financial statements and related disclosures. The impact on any prior period disclosures was immaterial. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GOING CONCERN (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Accounting Policies [Abstract] | ||
SCHEDULE OF VARIOUS CLASSES OF PROPERTY AND EQUIPMENT AND ESTIMATED USEFUL LIVES | SCHEDULE OF VARIOUS CLASSES OF PROPERTY AND EQUIPMENT AND ESTIMATED USEFUL LIVES The various classes of property and equipment and estimated useful lives are as follows: Office furniture and equipment 3 7 Vehicles 5 Machinery and equipment 3 7 Leasehold improvements Shorter of Useful Life or Remaining Term of Lease | |
SCHEDULE OF DISAGGREGATED REVENUES BY DISTRIBUTION CHANNEL | The following table present our disaggregated revenues by distribution channel: SCHEDULE OF DISAGGREGATED REVENUES BY DISTRIBUTION CHANNEL 2024 2023 For the Three Months Ended March 31 2024 2023 Sales Direct to Customer 5,203 10,038 Original equipment manufacturer 7,302 8,753 Total $ 12,505 $ 18,791 | The following table present our disaggregated revenues by distribution channel: SCHEDULE OF DISAGGREGATED REVENUES BY DISTRIBUTION CHANNEL Sales 2023 2022 December 31, Sales 2023 2022 Direct to Customer 36,875 52,446 Original equipment manufacturer 27,517 33,805 Total $ 64,392 $ 86,251 |
SCHEDULE OF WARRANTY OBLIGATION | SCHEDULE OF WARRANTY OBLIGATION March 31, 2024 December 31, 2023 Beginning warranty obligation 307 328 Provision of warranty expense 197 397 Settlement of warranty claims (90 ) (418 ) Ending warranty obligation $ 414 $ 307 | SCHEDULE OF WARRANTY OBLIGATION 2023 2022 December 31, 2023 2022 Beginning warranty obligation $ 328 $ - Provision of warranty expense 397 328 Settlement of warranty claims (418 ) - Ending warranty obligation $ 307 $ 328 |
SCHEDULE OF POTENTIAL SHARES OF COMMON STOCK EXCLUDED FROM DILUTED NET LOSS PER SHARE | SCHEDULE OF NUMBER OF POTENTIAL SHARES OF COMMON STOCK March 31, 2024 March 31, 2023 Warrants 24,510,575 10,923,915 Restricted stock units 162,125 111,015 Options 2,315,299 - Weighted average number of common shares-basic 26,987,999 11,034,930 | 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 December 31, December 31, Warrants 24,510,575 16,708,414 Restricted stock units 47,000 180,000 Options 2,364,787 3,642,958 Weighted average number of common shares-basic 26,922,362 20,531,372 |
REVERSE CAPITALIZATION (Tables)
REVERSE CAPITALIZATION (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Reverse Capitalization | |
SCHEDULE OF ELEMENTS OF MERGER ALLOCATED TO CONSOLIDATED STATEMENTS OF OPERATIONS | The following table summarizes the elements of the merger allocated to the Consolidated Statements of Operations: SCHEDULE OF ELEMENTS OF MERGER ALLOCATED TO CONSOLIDATED STATEMENTS OF OPERATIONS Amounts Cash: CNTQ trust and PIPE Investors $ 10,979 Cash: CNTQ 303 Gross Proceeds 11,282 Net liabilities assumed in merger transaction (1,017 ) Warrant liability assumed in merger (1,990 ) CNTQ note payable settlement at close (400 ) CNTQ transaction cost paid at close (18,072 ) Net deficit assumed in recapitalization $ (10,197 ) Number of Shares Common stock, outstanding prior to merger 3,093,348 Less: Redemption of CNTQ shares (2,016,912 ) CNTQ Public Shares 1,076,436 CNTQ Sponsor Shares 3,162,500 Merger and PIPE financing shares 4,238,936 Legacy Dragonfly shares (1)(2) 38,576,650 Total shares of common stock immediately after merger 42,815,586 1) - The number of Legacy Dragonfly shares was determined from the shares of Legacy Dragonfly outstanding immediately prior to the closing of the merger converted at the Exchange Ratio. All fractional shares were rounded down. 2) - The preferred shares of Legacy Dragonfly were exchanged on a 1 to 1 ratio to common stock and the shares were then exchanged for shares of Dragonfly Energy Holdings Corp. at the Exchange Ratio. |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | ||
SCHEDULE OF FAIR VALUE OF ASSETS AND LIABILITIES | 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 March 31, 2024: SCHEDULE OF FAIR VALUE OF ASSETS AND LIABILITIES Carrying Amount Fair Value (Level 1) (Level 2) (Level 3) As of March 31, 2024 Liabilities Warrant liability- Term Loan $ 1,010 $ 1,010 $ - $ - $ 1,010 Warrant liability- June Public Offering 3,214 3,214 - - 3,214 Warrant liability- Private Placement Warrants 3 3 - 3 - Total liabilities $ 4,227 $ 4,227 $ - $ 3 $ 4,224 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 following table presents assets and liabilities that were measured at fair value in the Consolidated Balance Sheets on a recurring basis as of December 31, 2023 and 2022: SCHEDULE OF FAIR VALUE OF ASSETS AND LIABILITIES 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 following table presents assets and liabilities that were measured at fair value in the Consolidated Balance Sheets on a recurring basis as of December 31, 2022: Carrying Amount Fair Value (Level 1) (Level 2) (Level 3) As of December 31, 2022 Liabilities Warrant liability- Term Loan $ 30,841 $ 30,841 $ - $ - $ 30,841 Warrant liability- Private placement warrants 1,990 1,990 - 1,990 - Total liabilities $ 32,831 $ 32,831 $ - $ 1,990 $ 30,841 |
SCHEDULE OF CHANGES FOR LEVEL 3 ITEMS MEASURED AT FAIR VALUE ON RECURRING BASIS USING SIGNIFICANT UNOBSERVABLE INPUTS | The changes for Level 3 items measured at fair value on recurring basis using significant unobservable inputs are as follows: SCHEDULE OF CHANGES FOR LEVEL 3 ITEMS MEASURED AT 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 Warrant exercises Change in fair value, gain included in net loss (1) (4 ) (220 ) Fair value as of March 31, 2024 $ 1,010 $ 3,214 Warrant Liability - Term Loan 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 (1) Changes in fair value of warrant liabilities are disclosed separately in the Condensed Consolidated Statements of Operations | The changes for Level 3 items measured at fair value on recurring basis using significant unobservable inputs are as follows: SCHEDULE OF CHANGES FOR LEVEL 3 ITEMS MEASURED AT FAIR VALUE ON RECURRING BASIS USING SIGNIFICANT UNOBSERVABLE INPUTS Warrant Liability - Term Loan Warrant Liability- June Public Offering Fair value as of December 31, 2022 $ 30,841 $ - Additions 698 13,762 Warrant exercises (11,284 ) (617 ) Change in fair value, loss (gain) included in net loss (1) (19,241 ) (9,711 ) Fair value as of December 31, 2023 $ 1,014 $ 3,434 Warrant Liability - Term Loan Fair value as of December 31, 2021 $ - Additions 52,956 Warrant exercises (16,669 ) Change in fair value, loss (gain) included in net loss (1) (5,446 ) Fair value as of December 31, 2022 $ 30,841 (1) Changes in fair value of warrant liabilities are disclosed separately in the Consolidated Statements of Operations |
INVENTORY (Tables)
INVENTORY (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | ||
SCHEDULE OF INVENTORY | Inventory consists of the following: SCHEDULE OF INVENTORY March 31, 2024 December 31, 2023 Raw material $ 26,995 $ 31,604 Finished goods 6,583 7,174 Total inventory $ 33,578 $ 38,778 | Inventory consists of the following: SCHEDULE OF INVENTORY December 31, 2023 December 31, 2022 Raw material $ 31,604 $ 42,929 Finished goods 7,174 7,260 Total inventory $ 38,778 $ 50,189 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | ||
SCHEDULE OF BREAKOUT OF OPERATING LEASES | The following table presents the breakout of the operating leases as of: SCHEDULE OF BREAKOUT OF OPERATING LEASES March 31, 2024 December 31, 2023 Operating lease right-of-use assets $ 23,988 $ 3,315 Short-term operating lease liabilities 1,682 1,288 Long-term operating lease liabilities 22,763 2,234 Total operating lease liabilities $ 24,445 $ 3,522 Weighted average remaining lease term 9.29 years 2.6 years Weighted average discount rate 7.75 % 5.2 % | The following table presents the breakout of the operating leases as of: SCHEDULE OF BREAKOUT OF OPERATING LEASES December 31, 2023 December 31, 2022 Operating lease right-of-use assets $ 3,315 $ 4,513 Short-term operating lease liabilities 1,288 1,188 Long-term operating lease liabilities 2,234 3,541 Total operating lease liabilities $ 3,522 $ 4,729 Weighted average remaining lease term 2.6 3.6 Weighted average discount rate 5.2 % 5.2 % |
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER OPERATING LEASES | At March 31, 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) $ 2,460 December 31, 2025 4,267 December 31, 2026 3,810 December 31, 2027 3,004 December 31, 2028 3,094 Thereafter 19,070 Total lease payments 35,705 Less imputed interest 11,260 Total operating lease liabilities $ 24,445 (1) Represents scheduled payments for the remaining nine-month period ending December 31, 2024. | At December 31, 2023, 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) $ 2,460 December 31, 2024 $ 1,435 December 31, 2025 1,435 December 31, 2026 893 December 31, 2028 3,094 Thereafter 19,070 Total lease payments 3,763 Less imputed interest 241 Total operating lease liabilities $ 3,522 |
SCHEDULE OF LEASE COST | SCHEDULE OF LEASE COST For The Three Months Ended March 31, Lease cost Classification 2024 2023 Operating lease cost Cost of goods sold $ 350 $ 347 Operating lease cost Research and development 23 22 Operating lease cost General and administration 270 12 Operating lease cost Selling and marketing 12 12 Total lease cost $ 655 $ 393 | SCHEDULE OF LEASE COST For The Years Ended December 31, Lease cost Classification 2023 2022 Operating lease cost Cost of goods sold $ 1,393 $ 1,476 Operating lease cost Research and development 90 95 Operating lease cost General and administration 47 50 Operating lease cost Selling and marketing 47 49 Total lease cost $ 1,577 $ 1,670 |
SCHEDULE OF BREAKOUT OF FINANCE LEASES | The following table presents the breakout of the financing leases as of: SCHEDULE OF BREAKOUT OF FINANCE LEASES March 31, 2024 December 31, 2023 Finance lease right-of-use assets $ 99 $ 106 Short-term finance lease liabilities 37 36 Long-term finance lease liabilities 56 66 Total finance lease liabilities $ 93 $ 102 Weighted average remaining lease term 2.5 years 2.7 years Weighted average discount rate 5.2 % 5.2 % | The following table presents the breakout of the financing leases as of: SCHEDULE OF BREAKOUT OF FINANCE LEASES December 31, 2023 December 31, 2022 Finance lease right-of-use assets $ 106 $ 45 Short-term finance lease liabilities 36 10 Long-term finance lease liabilities 66 35 Total finance lease liabilities $ 102 $ 45 Weighted average remaining lease term 2.7 4.2 Weighted average discount rate 5.2 % 5.2 % |
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER FINANCE LEASES | At March 31, 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) $ 31 December 31, 2025 41 December 31, 2026 24 December 31, 2027 4 Total lease payments 100 Less imputed interest 7 Total operating lease liabilities $ 93 (1) Represents scheduled payments for the remaining nine-month period ending December 31, 2024. | At December 31, 2023, the future minimum lease payments under these financing leases are as follows: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER FINANCE LEASES Fiscal Years Ending December 31 31 December 31, 2024 $ 41 December 31, 2025 41 December 31, 2026 24 December 31, 2027 4 Total lease payments 110 Less imputed interest 8 Total financing lease liabilities $ 102 |
LONG TERM DEBT (Tables)
LONG TERM DEBT (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Debt Disclosure [Abstract] | ||
SCHEDULE OF FUTURE DEBT MATURITIES | At March 31, 2024, the future debt maturities are as follows: SCHEDULE OF FUTURE DEBT MATURITIES For Year Ended December 31, 2024 - 2025 938 2026 78,703 Total 79,641 Less: Estimated interest paid-in-kind (2,527 ) Total debt 77,114 Less: Unamortized debt issuance costs (55,277 ) Total carrying amount 21,837 Less: Current portion of debt (21,837 ) Total long-term debt $ - | At December 31, 2023, the future debt maturities are as follows: SCHEDULE OF FUTURE DEBT MATURITIES For Year Ended December 31, 2024 - 2024 - 2025 938 2026 78,731 Total 79,669 Less: Estimated interest paid-in-kind (3,814 ) Total debt 75,855 Less: Unamortized debt issuance costs (56,172 ) Total carrying amount 19,683 Less: Current portion of debt (19,683 ) Total long-term debt $ - |
WARRANTS (Tables)
WARRANTS (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
SCHEDULE OF UNDERWRITER WARRANTS | Underwriters’ Warrants: SCHEDULE OF UNDERWRITER WARRANTS Common Stock Warrants Underwriters’ Warrants Outstanding, January 1, 2023 - Underwriters’ Warrants issued 570,250 Underwriters’ Warrants Outstanding, December 31, 2023 570,250 | |
SCHEDULE OF WARRANTS CLASSIFICATION AT BALANCE SHEET DATE | SCHEDULE OF WARRANTS CLASSIFICATION AT BALANCE SHEET DATE Warrant Class Shares Inception Date Fair Value Initial Recognition Date Exercise Price Expiration Date Private Placement Warrants 4,627,858 1,990 10/7/2022 11.5 8/11/2026 | |
SCHEDULE FAIR VALUE WARRANTS | The following table provides the significant inputs to the Black-Scholes method for the fair value of the Penny Warrants: SCHEDULE FAIR VALUE WARRANTS As of As of 2023 Common stock price $ 0.54 $ 0.54 Exercise price 0.01 0.01 Dividend yield 0 % 0 % Term 8.52 - 9.75 10 Volatility 96.00 % 96.00 % Risk-free rate 4.20 % 3.90 % Fair value $ 0.54 $ 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 2024 As of 2023 Common stock price $ 0.54 $ 0.54 Exercise price $ 2.00 $ 2.00 Dividend yield 0 % 0 % Term 4.23 4.48 Volatility 104.00 % 106.00 % Risk-free rate 4.30 % 3.90 % Fair value $ 0.29 $ 0.31 | The following table provides the significant inputs to the Black-Scholes method for the fair value of the Penny Warrants: SCHEDULE FAIR VALUE WARRANTS As of As of Common stock price $ 0.54 $ 11.09 Exercise price 0.01 0.01 Dividend yield 0 % 0 % Term 10 9.77 Volatility 96.00 % 90.00 % Risk-free rate 3.90 % 3.90 % Fair value $ 0.54 $ 11.89 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 Common stock price $ 0.54 Exercise price $ 2.00 Dividend yield 0 % Term 4.48 Volatility 106.00 % Risk-free rate 3.90 % Fair value $ 0.31 |
SCHEDULE OF ROLL FORWARD IN WARRANTS | SCHEDULE OF ROLL FORWARD IN WARRANTS Term Loan Warrants: Common Stock Warrants Warrants Outstanding, January 1, 2024 1,884,510 Exercise of warrants - Warrants issued - Warrants Outstanding, March 31, 2024 1,884,510 Investor Warrants: Common Stock Warrants Warrants Outstanding, January 1, 2023 11,131,900 Warrants Outstanding, Beginning 11,131,900 Issuance of warrants - Exercise of warrants - Warrants outstanding, March 31, 2024 11,131,900 Warrants outstanding, Ending 11,131,900 | The following table presents a roll-forward of the Company’s warrants from January 1, 2023 to December 31, 2023: SCHEDULE OF ROLL FORWARD IN WARRANTS Private Warrants: Common Stock Warrants Warrants Outstanding, January 1, 2022 - Assumed in the merger 4,627,858 Exercise of warrants Issued in conjunction with merger Exercised subsequent to the merger Warrants issued Warrants Outstanding, December 31, 2022 4,627,858 Warrants Outstanding, January 1, 2023 4,627,858 Exercise of warrants (3,126,472 ) Balances, December 31, 2023 1,501,386 Public Warrants: Common Stock Warrants Warrants Outstanding, January 1, 2022 - Assumed in the merger 9,487,500 Warrants Outstanding, December 31, 2022 9,487,500 Warrants Outstanding, January 1, 2023 9,487,500 Exercise of warrants (64,971 ) Balances, December 31, 2023 9,422,529 Dragonfly Energy Holdings Corp. Notes to Consolidated Financial Statements December 31, 2023 and 2022 (in thousands, except share and per share data) Note 10 - Warrants (continued) Term Loan Warrants: Common Stock Warrants Warrants Outstanding, January 1, 2022 - Issued in conjunction with merger 4,193,056 Exercised subsequent to the merger (1,600,000 ) Warrants Outstanding, December 31, 2022 2,593,056 Warrants Outstanding, January 1, 2023 2,593,056 Exercise of warrants (2,000,000 ) Warrants issued 1,291,454 Warrants Outstanding, December 31, 2023 1,884,510 Investor Warrants: Common Stock Warrants Warrants Outstanding, January 1, 2023 - Warrants Outstanding, Beginning - Issuance of warrants 11,405,000 Exercise of warrants (273,100 ) Warrants outstanding, December 31, 2023 11,131,900 Warrants Outstanding, Ending 11,131,900 |
SCHEDULE OF ROLL FORWARD OF AGGREGATE FAIR VALUES OF WARRANT LIABILITIES | The changes for Level 3 items measured at fair value on recurring basis using significant unobservable inputs are as follows: SCHEDULE OF CHANGES FOR LEVEL 3 ITEMS MEASURED AT 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 Warrant exercises Change in fair value, gain included in net loss (1) (4 ) (220 ) Fair value as of March 31, 2024 $ 1,010 $ 3,214 Warrant Liability - Term Loan 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 (1) Changes in fair value of warrant liabilities are disclosed separately in the Condensed Consolidated Statements of Operations | The changes for Level 3 items measured at fair value on recurring basis using significant unobservable inputs are as follows: SCHEDULE OF CHANGES FOR LEVEL 3 ITEMS MEASURED AT FAIR VALUE ON RECURRING BASIS USING SIGNIFICANT UNOBSERVABLE INPUTS Warrant Liability - Term Loan Warrant Liability- June Public Offering Fair value as of December 31, 2022 $ 30,841 $ - Additions 698 13,762 Warrant exercises (11,284 ) (617 ) Change in fair value, loss (gain) included in net loss (1) (19,241 ) (9,711 ) Fair value as of December 31, 2023 $ 1,014 $ 3,434 Warrant Liability - Term Loan Fair value as of December 31, 2021 $ - Additions 52,956 Warrant exercises (16,669 ) Change in fair value, loss (gain) included in net loss (1) (5,446 ) Fair value as of December 31, 2022 $ 30,841 (1) Changes in fair value of warrant liabilities are disclosed separately in the Consolidated Statements of Operations |
Warrant [Member] | ||
SCHEDULE OF ROLL FORWARD OF AGGREGATE FAIR VALUES OF WARRANT LIABILITIES | The following table presents a roll forward of the aggregate fair values of the Company’s warrant liabilities for which fair value is determined by Level 3 Inputs. The only class of warrants that were determined to be Level 3 were the term loan and June Offering Investor Warrants. SCHEDULE OF ROLL FORWARD OF AGGREGATE FAIR VALUES OF WARRANT LIABILITIES Warrant Liability Balances, January 1, 2022 $ - Issuance of warrants 52,956 Exercise of warrants (16,669 ) Change in fair value of warrants (5,446 ) Balances, December 31, 2022 $ 30,841 Balances, January 1, 2023 $ 30,841 Issuance of warrants 14,460 Exercise of warrants (11,901 ) Change in fair value of warrants (28,952 ) Balances, December 31, 2023 $ 4,448 |
COMMON STOCK (Tables)
COMMON STOCK (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Equity [Abstract] | ||
SUMMARY OF RESERVED SHARES OF COMMON STOCK FOR ISSUANCE | For the three months ended March 31, 2024 and 2023, the Company had reserved shares of common stock for issuance as follows: SUMMARY OF RESERVED SHARES OF COMMON STOCK FOR ISSUANCE March 31, 2024 March 31, 2023 Options issued and outstanding 2,315,299 3,731,392 Common stock outstanding 60,260,282 45,795,502 Warrants outstanding 24,510,575 12,266,971 Earnout shares 40,000,000 40,000,000 Shares available for future issuance 10,986,525 4,319,309 Total 138,072,681 106,113,174 | For the year ended December 31, 2023 and 2022, the Company had reserved shares of common stock for issuance as follows: SUMMARY OF RESERVED SHARES OF COMMON STOCK FOR ISSUANCE December 31, 2023 December 31, 2022 Options issued and outstanding 2,364,787 3,642,958 Common stock outstanding 60,260,282 43,272,728 Warrants outstanding 24,510,575 16,708,414 Earnout shares 40,000,000 40,000,000 Shares available for future issuance 4,469,280 4,924,914 Total 131,604,924 108,549,014 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | ||
SCHEDULE OF OPTION ACTIVITY AND RELATED INFORMATION | A summary of the Company’s option activity and related information follows: SCHEDULE OF OPTION ACTIVITY AND RELATED INFORMATION Number of 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 (49,488 ) 3.11 1.77 - Options exercised - - - - Balances, March 31, 2024 2,315,299 $ 2.68 $ 1.56 6.42 $ 60 At March 31, 2024 Vested and Exercisable 1,651,913 $ 2.46 6.34 $ 60 Vested and expected to vest 2,315,299 $ 2.68 6.42 $ 60 | A summary of the Company’s option activity and related information follows: SCHEDULE OF OPTION ACTIVITY AND RELATED INFORMATION Number of (1) Weighted-Average Exercise Price Weighted-Average Grant Date Fair Value Weighted- Aggregate intrinsic value Balances, January 1, 2022 3,690,955 $ 1.98 $ 1.38 8.52 $ 6,550 Options granted 572,428 3.46 1.57 - Options forfeited (39,074 ) 3.13 1.73 - Options exercised (581,351 ) 1.16 0.89 - Balances, December 31, 2022 3,642,958 $ 2.02 $ 1.21 7.90 $ 35,898 Balances, January 1, 2023 3,642,958 $ 2.02 $ 1.21 7.90 $ 35,898 Options granted 143,607 7.50 3.82 632 Options forfeited (504,116 ) 2.95 1.63 439 Options exercised (917,662 ) 0.64 1.28 585 Balances, December 31, 2023 2,364,787 $ 2.69 $ 1.57 7.60 $ 60 At December 31, 2023 Vested and Exercisable 1,530,078 $ 2.43 7.44 $ 60 Vested and expected to vest 2,364,787 $ 2.69 7.60 $ 60 (1) Number of options and weighted average exercise price prior to the merger has been adjusted to reflect the exchange of Legacy Dragonfly’s stock options for New Dragonfly stock options at an exchange ratio of approximately 1.182 |
SCHEDULE OF VALUATION ASSUMPTIONS OF OPTIONS | SCHEDULE OF VALUATION ASSUMPTIONS OF OPTIONS 2023 2022 Weighted average fair value of options granted $ 3.82 $ 1.57 Risk-free interest rate 4.20 % 2.71 % Volatility 45.0 % 45.0 % Expected life (years) 6.45 5.68 Dividend yield 0.00 % 0.00 % | |
SCHEDULE OF RESTRICTED STOCK UNITS ACTIVITY | The following table presents the restricted stock units activity for the three months ended March 31, 2024: SCHEDULE OF RESTRICTED STOCK UNITS ACTIVITY Number of Weighted-Average Fair Market Value Unvested shares, January 1, 2024 47,000 $ 2.69 Granted and unvested 220,000 0.43 Vested (104,875 ) 2.34 Unvested shares, March 31, 2024 162,125 $ 0.97 | There were no grants of restricted stock units prior to October 7, 2022. The following table presents the restricted stock units activity for the year ended December 31, 2023: SCHEDULE OF RESTRICTED STOCK UNITS ACTIVITY Number of Weighted- Unvested shares at January 1, 2022 - $ - Granted and unvested 180,000 14.00 Vested - - Unvested shares, December 31, 2022 180,000 $ 14.00 Unvested shares, January 1, 2023 180,000 $ 14.00 Granted and unvested 508,998 7.06 Vested (641,998 ) 9.32 Unvested shares, December 31, 2023 47,000 $ 2.69 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF INCOME TAX EXPENSE | The income tax expense consists of the following items: SCHEDULE OF INCOME TAX EXPENSE 2023 2022 Current - Federal $ (36 ) $ (317 ) Current – State 10 60 Deferred – Federal - (448 ) Deferred – State - (4 ) Total tax expense $ (26 ) $ (709 ) |
SCHEDULE OF COMPONENTS OF DEFERRED TAX ASSETS (LIABILITIES) | Components of deferred tax assets (liabilities) are as follows: SCHEDULE OF COMPONENTS OF DEFERRED TAX ASSETS (LIABILITIES) 2023 2022 Deferred tax assets: $ 850 $ - Lease liability 804 1,071 Stock based compensation 1,305 139 Accrued expenses 1,179 506 Allowance for bad debt 62 75 Research and development credit 847 200 Fixed assets and intangibles 1,657 25 Interest expense 4,907 1,595 Prepaid expenses 512 960 Net Operating Loss 7,891 3,727 Inventory (Sec. 263A) 360 62 Deferred tax asset $ 20,374 $ 8,360 Deferred tax liabilities: Right of Use Asset 757 1,036 Deferred tax liability 757 1,036 Net deferred tax asset (liability) 19,617 7,324 Valuation Allowance (19,617 ) (7,324 ) Net deferred tax asset $ - $ - |
SCHEDULE OF RECONCILIATION BETWEEN THE EFFECTIVE TAX RATE ON INCOME FROM CONTINUING OPERATIONS AND THE STATUTORY RATE | Reconciliation between the effective tax rate on income from continuing operations and the statutory rate for the year ending December 31, 2023 and 2022, is as follows: SCHEDULE OF RECONCILIATION BETWEEN THE EFFECTIVE TAX RATE ON INCOME FROM CONTINUING OPERATIONS AND THE STATUTORY RATE 2023 2022 Tax Percentage Tax Percentage Book income (loss) before taxes $ (2,902 ) 21.00 % (8,547 ) 21.00 % Permanent differences (transaction costs) - - % 2,185 (5.37 )% Permanent differences (warrants) - - % (1,144 ) 2.81 % Permanent differences (other than tax)) (6,089 ) 44.07 % 458 (1.13 )% State taxes, net (1,233 ) 8.92 % (722 ) 1.77 % Deferred true-up (1,617 ) 11.71 % (288 ) 0.71 % Research and development credits (647 ) 4.68 % (200 ) 0.49 % Research and development capitalization (300 ) 2.17 % - - % Uncertain tax positions 132 (0.96 )% 128 (0.31 )% Other 68 (0.49 )% 97 (0.24 )% Rate Change 268 (1.94 )% Change in valuation allowance 12,294 (88.96 )% 7,324 (18.00 )% Total $ (26 ) (709 ) Effective tax rate 0.20 % 1.74 % |
SCHEDULE OF GROSS UNCERTAIN TAX POSITIONS | The roll-forward of the Company’s gross uncertain tax positions is as follows: SCHEDULE OF GROSS UNCERTAIN TAX POSITIONS Gross Uncertain Balance at January 1, 2022 $ - Additions for current year tax positions 128 Balance at December 31, 2022 128 Additions for current year tax positions (37 ) Balance at December 31, 2023 $ 91 |
REVISIONS OF PREVIOUSLY ISSUE_2
REVISIONS OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Accounting Changes and Error Corrections [Abstract] | ||
SCHEDULE OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | The following tables present the effect of correcting this error on the Company’s previously issued financial statements. SCHEDULE OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS Consolidated Statements of Operations As previously reported Adjustment As revised For the Period Ended March 31, 2023 Consolidated Statements of Operations As previously reported Adjustment As revised Cost of Goods Sold 14,048 76 14,124 Gross Profit 4,743 (76 ) 4,667 Loss From Operations (9,816 ) (76 ) (9,892 ) Interest Expense (3,815 ) (41 ) (3,856 ) Income Before Taxes 4,892 (117 ) 4,775 Net Income 4,892 (117 ) 4,775 Net Income per share - Basic (0.11 ) (0.0 ) (0.11 ) Net Income per share – Diluted (0.10 ) (0.0 ) (0.10 ) Consolidated Statements of Cash Flows As previously reported Adjustment As revised For the Period Ended March 31, 2023 Consolidated Statements of Cash Flows As previously reported Adjustment As revised Net Income 4,892 (117 ) 4,775 Change in Accrued Tariffs - 117 117 Consolidated Statements of Stockholders’ Equity As previously reported Adjustment As revised For the Period Ended March 31, 2023 Consolidated Statements of Stockholders’ 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 ) | The following tables present the effect of correcting this error on the Company’s previously issued financial statements. SCHEDULE OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS Dragonfly Energy Holdings Corp. Notes to Consolidated Financial Statements December 31, 2023 and 2022 (in thousands, except share and per share data) Note 15 - Revisions of Previously Issued Financial Statements (Continued) Consolidated Balance Sheet As previously reported Adjustment As revised As of December 31, 2022 Consolidated Balance Sheet As previously reported Adjustment As revised Inventory $ 49,846 $ 343 $ 50,189 Total Current Assets 73,489 343 73,832 Total Assets 88,761 343 89,105 Accrued tariffs - $ 932 $ 932 Total Current Liabilities 40,531 932 41,463 Total Liabilities 77,430 932 78,362 Total Equity 11,332 (589 ) 10,743 Consolidated Balance Sheet As previously reported Adjustment As revised For the Year ended December 31, 2022 Consolidated Statement of Operations As previously reported Adjustment As revised Cost of Goods Sold $ 62,247 $ 386 $ 62,633 Gross Profit 24,004 (386 ) 23,618 Loss From Operations (33,997 ) (386 ) (34,383 ) Interest expense (6,945 ) (34 ) (6,979 ) Total Other Expense (6,283 ) (34 ) (6,317 ) Loss before taxes (40,280 ) (420 ) (40,700 ) Net Loss (39,571 ) (420 ) (39,991 ) Loss Per Share (1.03 ) (0.01 ) (1.04 ) Consolidated Balance Sheet As previously reported Adjustment As revised For the Year ended December 31, 2022 Consolidated Statement of Cash Flows As previously reported Adjustment As revised Net Loss $ (39,571 ) $ (420 ) $ (39,991 ) Change in Inventory (22,719 ) (13 ) (22,732 ) Change in Accrued tariffs - 433 433 Change in Cash Used in Operating Activities (45,696 ) - (45,696 ) Consolidated Balance Sheet As previously reported Adjustment As revised For the Year ended December 31, 2022 Consolidated Statement of Shareholder’ Equity As previously reported Adjustment As revised Retained Earnings Balance – January 1, 2022 $ 12,438 $ (169 ) $ 12,269 Net Loss (39,571 ) (420 ) (39,991 ) Retained Earnings Deficit – December 31, 2022 (27,133 ) (589 ) (27,722 ) |
(LOSS) INCOME PER SHARE (Tables
(LOSS) INCOME PER SHARE (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Earnings Per Share [Abstract] | ||
SCHEDULE OF BASIC AND DILUTED EARNING (LOSS) PER SHARE | SCHEDULE OF BASIC AND DILUTED EARNING (LOSS) PER SHARE March 31, 2024 March 31, 2023 Basic Net (Loss) Income per common share: Net (Loss) Income $ (10,367 ) $ 4,775 Weighted average number of common shares-basic 60,260,282 45,104,515 Net (Loss) Income per share, basic $ (0.17 ) $ 0.11 Diluted Net (Loss) Income per common share: Net (Loss) Income available to common stockholders $ (10,367 ) $ 4,775 Weighted average number of common shares-basic 60,260,282 45,104,515 Dilutive effect related to stock options and warrants - 3,351,481 Weighted average diluted shares outstanding 60,260,282 48,455,996 Net (Loss) Income per share, diluted $ (0.17 ) $ 0.10 | |
SCHEDULE OF NUMBER OF POTENTIAL SHARES OF COMMON STOCK | SCHEDULE OF NUMBER OF POTENTIAL SHARES OF COMMON STOCK March 31, 2024 March 31, 2023 Warrants 24,510,575 10,923,915 Restricted stock units 162,125 111,015 Options 2,315,299 - Weighted average number of common shares-basic 26,987,999 11,034,930 | 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 December 31, December 31, Warrants 24,510,575 16,708,414 Restricted stock units 47,000 180,000 Options 2,364,787 3,642,958 Weighted average number of common shares-basic 26,922,362 20,531,372 |
NATURE OF BUSINESS (Details Nar
NATURE OF BUSINESS (Details Narrative) - $ / shares | Dec. 31, 2023 | Nov. 29, 2023 | Dec. 31, 2022 | Oct. 07, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Common stock, shares authorized | 250,000,000 | 250,000,000 | 250,000,000 | 170,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
SCHEDULE OF VARIOUS CLASSES OF
SCHEDULE OF VARIOUS CLASSES OF PROPERTY AND EQUIPMENT AND ESTIMATED USEFUL LIVES (Details) | Dec. 31, 2023 |
Furniture and Fixtures [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life (in years) | 3 years |
Furniture and Fixtures [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life (in years) | 7 years |
Vehicles [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life (in years) | 5 years |
Machinery and Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life (in years) | 3 years |
Machinery and Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life (in years) | 7 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant, and Equipment, Useful Life, Term, Description [Extensible Enumeration] | us-gaap:UsefulLifeShorterOfTermOfLeaseOrAssetUtilityMember |
SCHEDULE OF DISAGGREGATED REVEN
SCHEDULE OF DISAGGREGATED REVENUES BY DISTRIBUTION CHANNEL (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Total | $ 12,505 | $ 18,791 | $ 64,392 | $ 86,251 |
Sales Channel, Directly to Consumer [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | 5,203 | 10,038 | 36,875 | 52,446 |
Original Equipment Manufacture [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | $ 7,302 | $ 8,753 | $ 27,517 | $ 33,805 |
SCHEDULE OF WARRANTY OBLIGATION
SCHEDULE OF WARRANTY OBLIGATION (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | |||
Beginning warranty obligation | $ 307 | $ 328 | |
Provision of warranty expense | 197 | 397 | 328 |
Settlement of warranty claims | (90) | (418) | |
Ending warranty obligation | $ 414 | $ 307 | $ 328 |
SCHEDULE OF POTENTIAL SHARES OF
SCHEDULE OF POTENTIAL SHARES OF COMMON STOCK EXCLUDED FROM DILUTED NET LOSS PER SHARE (Details) - shares shares in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Weighted average number of common shares-basic | 26,987,999 | 11,034,930 | 26,922,362 | 20,531,372 |
Warrant [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Weighted average number of common shares-basic | 24,510,575 | 10,923,915 | 24,510,575 | 16,708,414 |
Restricted Stock Units (RSUs) [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Weighted average number of common shares-basic | 162,125 | 111,015 | 47,000 | 180,000 |
Share-Based Payment Arrangement, Option [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Weighted average number of common shares-basic | 2,315,299 | 2,364,787 | 3,642,958 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GOING CONCERN (Details Narrative) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) Customer Vendor Segment | Dec. 31, 2022 USD ($) Customer Vendor | Dec. 31, 2021 USD ($) | |
Product Information [Line Items] | |||||
Cash and cash equivalents | $ 8,501,000 | $ 12,713,000 | |||
Working capital | 4,168,000 | 15,543,000 | |||
Restricted cash | 0 | $ 0 | |||
Inventory reserve | 67,000 | 0 | |||
Depreciation expense | 1,237,000 | 891,000 | |||
Customer deposits | 231,000 | 201,000 | 238,000 | ||
Contract liability recognized | 134,000 | $ 211,000 | 230,000 | 434,000 | |
Shipping and handling costs | 3,466,000 | 5,440,000 | |||
Warranty obilgation outstanding | $ 414,000 | 307,000 | 328,000 | ||
Advertising expense | 2,167,000 | 2,334,000 | |||
Uncertain tax positions | $ 91,000 | $ 128,000 | |||
Number of operating segments | Segment | 1 | ||||
Accounts Receivable [Member] | Credit Concentration Risk [Member] | |||||
Product Information [Line Items] | |||||
Number of vendors | Customer | 2 | 3 | |||
Accounts Receivable [Member] | Credit Concentration Risk [Member] | Customer One [Member] | |||||
Product Information [Line Items] | |||||
Concentration risk, percentage | 28% | 18% | |||
Accounts Receivable [Member] | Credit Concentration Risk [Member] | Customer Two [Member] | |||||
Product Information [Line Items] | |||||
Concentration risk, percentage | 10% | 10% | |||
Accounts Receivable [Member] | Credit Concentration Risk [Member] | Customer Three [Member] | |||||
Product Information [Line Items] | |||||
Concentration risk, percentage | 10% | ||||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer A [Member] | |||||
Product Information [Line Items] | |||||
Concentration risk, percentage | 22% | ||||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer B [Member] | |||||
Product Information [Line Items] | |||||
Concentration risk, percentage | 14% | ||||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer C [Member] | |||||
Product Information [Line Items] | |||||
Concentration risk, percentage | 12% | ||||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer D [Member] | |||||
Product Information [Line Items] | |||||
Concentration risk, percentage | 28% | ||||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer E [Member] | |||||
Product Information [Line Items] | |||||
Concentration risk, percentage | 10% | ||||
Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | |||||
Product Information [Line Items] | |||||
Number of vendors | Customer | 1 | 1 | |||
Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | Customer One [Member] | |||||
Product Information [Line Items] | |||||
Concentration risk, percentage | 16% | 22% | |||
Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | Customer A [Member] | |||||
Product Information [Line Items] | |||||
Concentration risk, percentage | 16% | ||||
Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | Customer B [Member] | |||||
Product Information [Line Items] | |||||
Concentration risk, percentage | 26% | ||||
Total Purchases [Member] | Supplier Concentration Risk [Member] | |||||
Product Information [Line Items] | |||||
Number of vendors | Customer | 1 | 1 | |||
Number of vendors | Vendor | 1 | 1 | |||
Total Purchases [Member] | Supplier Concentration Risk [Member] | One Vendor [Member] | |||||
Product Information [Line Items] | |||||
Concentration risk, percentage | 14% | 28% | |||
Total Purchases [Member] | Supplier Concentration Risk [Member] | Vendor A [Member] | |||||
Product Information [Line Items] | |||||
Concentration risk, percentage | 12% | ||||
Total Purchases [Member] | Supplier Concentration Risk [Member] | Vendor B [Member] | |||||
Product Information [Line Items] | |||||
Concentration risk, percentage | 38% | ||||
Total Purchases [Member] | Supplier Concentration Risk [Member] | Vendor C [Member] | |||||
Product Information [Line Items] | |||||
Concentration risk, percentage | 10% | ||||
Accounts Payable [Member] | Supplier Concentration Risk [Member] | One Vendor [Member] | |||||
Product Information [Line Items] | |||||
Concentration risk, percentage | 65% | 61% | |||
Accounts Payable [Member] | Supplier Concentration Risk [Member] | Vendor A [Member] | |||||
Product Information [Line Items] | |||||
Concentration risk, percentage | 60% | ||||
Accounts Payable [Member] | Supplier Concentration Risk [Member] | Vendor B [Member] | |||||
Product Information [Line Items] | |||||
Concentration risk, percentage | 65% | ||||
Subsequent Event [Member] | |||||
Product Information [Line Items] | |||||
Contract liability recognized | $ 8,000 | ||||
Minimum [Member] | |||||
Product Information [Line Items] | |||||
Payment term for distributors and OEMs | 30 days | 30 days | |||
Term of product warranty provided | 5 years | 5 years | |||
Maximum [Member] | |||||
Product Information [Line Items] | |||||
Payment term for distributors and OEMs | 90 days | 90 days | |||
Term of product warranty provided | 10 years | 10 years | |||
Senior Secured Term Loan Facility [Member] | Term Loan [Member] | |||||
Product Information [Line Items] | |||||
Loan amount | $ 75,000,000 | $ 75,000,000 |
SCHEDULE OF ELEMENTS OF MERGER
SCHEDULE OF ELEMENTS OF MERGER ALLOCATED TO CONSOLIDATED STATEMENTS OF OPERATIONS (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 26, 2022 | Dec. 31, 2023 | ||
Short-Term Debt [Line Items] | |||
CNTQ transaction cost paid at close | $ 18,072 | ||
Net deficit assumed in recapitalization | $ 10,197 | ||
Common stock, outstanding prior to merger | 43,272,728 | ||
Total shares of common stock immediately after merger | 60,260,282 | ||
CNTQ Trust And PIPE Investors [Member] | |||
Short-Term Debt [Line Items] | |||
Gross Proceeds | $ 10,979 | ||
CNTQ [Member] | |||
Short-Term Debt [Line Items] | |||
Gross Proceeds | 303 | ||
PIPE Financing [Member] | |||
Short-Term Debt [Line Items] | |||
Gross Proceeds | 11,282 | ||
Net liabilities assumed in merger transaction | (1,017) | ||
Warrant liability assumed in merger | (1,990) | ||
CNTQ note payable settlement at close | (400) | ||
CNTQ transaction cost paid at close | (18,072) | ||
Net deficit assumed in recapitalization | $ (10,197) | ||
Common stock, outstanding prior to merger | 3,093,348 | ||
Less: Redemption of CNTQ shares | (2,016,912) | ||
Merger and PIPE financing shares | 4,238,936 | ||
Legacy Dragonfly shares | [1],[2] | 38,576,650 | |
Total shares of common stock immediately after merger | 42,815,586 | ||
PIPE Financing [Member] | CNTQ Public [Member] | |||
Short-Term Debt [Line Items] | |||
CNTQ Sponsor Shares | 1,076,436 | ||
PIPE Financing [Member] | CNTQ Sponsor [Member] | |||
Short-Term Debt [Line Items] | |||
CNTQ Sponsor Shares | 3,162,500 | ||
[1]- The number of Legacy Dragonfly shares was determined from the shares of Legacy Dragonfly outstanding immediately prior to the closing of the merger converted at the Exchange Ratio. All fractional shares were rounded down.[2]- The preferred shares of Legacy Dragonfly were exchanged on a 1 to 1 ratio to common stock and the shares were then exchanged for shares of Dragonfly Energy Holdings Corp. at the Exchange Ratio. |
REVERSE CAPITALIZATION (Details
REVERSE CAPITALIZATION (Details Narrative) $ / shares in Units, $ in Thousands | 12 Months Ended | |||||
Oct. 07, 2022 USD ($) $ / shares shares | Sep. 26, 2022 USD ($) | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Mar. 31, 2024 USD ($) | Nov. 29, 2023 $ / shares shares | |
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Recapitalization exchange ratio | 1.182 | |||||
Redemption value | $ 6,265 | |||||
Debt issuance costs | $ 4,032 | |||||
Proceeds from loans | $ 70,969 | |||||
Debt discount | $ 55,277 | |||||
Carrying amount of debt | $ 19,683 | $ 21,837 | ||||
Transaction cost | 18,072 | |||||
Proceeds from long term debts | 10,197 | |||||
Capital stock, shares authorized | shares | 175,000,000 | |||||
Common stock, shares authorized | shares | 170,000,000 | 250,000,000 | 250,000,000 | 250,000,000 | ||
Preferred stock, shares authorized | shares | 5,000,000 | 5,000,000 | 5,000,000 | |||
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Earnout shares issuable | shares | 40,000,000 | |||||
Audited revenue | $ 250,000 | |||||
Audited operating income | $ 35,000 | |||||
Fair Value, Inputs, Level 3 [Member] | Measurement Input, Commodity Forward Price [Member] | ||||||
Share price | $ / shares | $ 14 | |||||
Fair Value, Inputs, Level 3 [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||||
Warrants outstanding measurement input | 4.24 | |||||
Fair Value, Inputs, Level 3 [Member] | Measurement Input, Revenue Multiple [Member] | ||||||
Warrants outstanding measurement input | 42 | |||||
Projected revenue and EBITDA | $ 255,100 | |||||
Fair Value, Inputs, Level 3 [Member] | Measurement Input, EBITDA Multiple [Member] | ||||||
Warrants outstanding measurement input | 64 | |||||
Projected revenue and EBITDA | $ 41,000 | |||||
Fair Value, Inputs, Level 3 [Member] | Measurement Input, Discount Rate [Member] | ||||||
Warrants outstanding measurement input | 4.24 | |||||
Fair Value, Inputs, Level 3 [Member] | Measurement Input, Expected Dividend Payment [Member] | ||||||
Warrants outstanding measurement input | 15 | |||||
Holders Of Outstanding Shares Of Legacy Dragonfly Common Stock [Member] | Any Time During Period Beginning On Closing Date And Ending On December 312028 [Member] | ||||||
Volume weighted average price per share | $ / shares | $ 32.50 | |||||
Share-Based Payment Arrangement, Tranche One [Member] | ||||||
Earnout shares issuable | shares | 15,000,000 | |||||
Share-Based Payment Arrangement, Tranche Two [Member] | ||||||
Earnout shares issuable | shares | 12,500,000 | |||||
Volume weighted average price per share | $ / shares | $ 32.50 | |||||
Share-Based Payment Arrangement, Tranche Two [Member] | Holders Of Outstanding Shares Of Legacy Dragonfly Common Stock [Member] | ||||||
Volume weighted average price per share | $ / shares | $ 22.50 | |||||
Share-Based Payment Arrangement, Tranche Three [Member] | ||||||
Earnout shares issuable | shares | 12,500,000 | |||||
Additional Paid-in Capital [Member] | ||||||
Transaction cost | 9,633 | |||||
Warrant [Member] | ||||||
Transaction cost | 1,507 | |||||
Term Loan [Member] | ||||||
Transaction cost | 2,081 | |||||
Term Loan Warrants [Member] | ||||||
Debt discount | 52,956 | |||||
Carrying amount of debt | 18,013 | |||||
Extinguishment of debt | 42,492 | |||||
Transaction cost | 13,221 | |||||
PIPE Financing [Member] | ||||||
Shares purchased | shares | 2,016,912 | |||||
Gross proceeds from financing | 5,017 | |||||
Debt principal amount | 75,000 | |||||
Debt issuance costs | 1,950 | |||||
Debt transaction costs | $ 2,081 | |||||
Transaction cost | $ (18,072) | |||||
Proceeds from long term debts | $ (10,197) | |||||
Common Class A [Member] | ||||||
Shares purchased | shares | 500,000 |
SCHEDULE OF FAIR VALUE OF ASSET
SCHEDULE OF FAIR VALUE OF ASSETS AND LIABILITIES (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair Value | $ 13,762 | ||
Fair Value, Recurring [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Carrying Amount | $ 4,227 | 4,463 | $ 32,831 |
Fair Value | 4,227 | 4,463 | 32,831 |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair Value | |||
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair Value | 3 | 15 | 1,990 |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair Value | 4,224 | 4,448 | 30,841 |
Fair Value, Recurring [Member] | Term Loan [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Carrying Amount | 1,010 | 1,014 | 30,841 |
Fair Value | 1,010 | 1,014 | 30,841 |
Fair Value, Recurring [Member] | Term Loan [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair Value | |||
Fair Value, Recurring [Member] | Term Loan [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair Value | |||
Fair Value, Recurring [Member] | Term Loan [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair Value | 1,010 | 1,014 | 30,841 |
Fair Value, Recurring [Member] | June Public Offering [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Carrying Amount | 3,214 | 3,434 | |
Fair Value | 3,214 | 3,434 | |
Fair Value, Recurring [Member] | June Public Offering [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair Value | |||
Fair Value, Recurring [Member] | June Public Offering [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair Value | |||
Fair Value, Recurring [Member] | June Public Offering [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair Value | 3,214 | 3,434 | |
Fair Value, Recurring [Member] | Private Placement Warrants [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Carrying Amount | 3 | 15 | 1,990 |
Fair Value | 3 | 15 | 1,990 |
Fair Value, Recurring [Member] | Private Placement Warrants [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair Value | |||
Fair Value, Recurring [Member] | Private Placement Warrants [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair Value | 3 | 15 | 1,990 |
Fair Value, Recurring [Member] | Private Placement Warrants [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair Value |
SCHEDULE OF CHANGES FOR LEVEL 3
SCHEDULE OF CHANGES FOR LEVEL 3 ITEMS MEASURED AT FAIR VALUE ON RECURRING BASIS USING SIGNIFICANT UNOBSERVABLE INPUTS (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |||||
Term Loan [Member] | ||||||||
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | ||||||||
Fair value as of January 1, 2023 | $ 1,014 | $ 30,841 | $ 30,841 | |||||
Additions | 698 | 52,956 | ||||||
Warrant exercises | (8,822) | (11,284) | (16,669) | |||||
Change in fair value, gain included in net loss | (4) | [1] | (17,998) | [1] | (19,241) | [2] | (5,446) | [2] |
Fair value as of March 31, 2023 | 1,010 | 4,021 | 1,014 | 30,841 | ||||
June Public Offering [Member] | ||||||||
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | ||||||||
Fair value as of January 1, 2023 | 3,434 | |||||||
Additions | 13,762 | |||||||
Warrant exercises | (617) | |||||||
Change in fair value, gain included in net loss | (220) | [1] | (9,711) | [2] | ||||
Fair value as of March 31, 2023 | $ 3,214 | $ 3,434 | ||||||
[1] Changes in fair value of warrant liabilities are disclosed separately in the Condensed Consolidated Statements of Operations |
SCHEDULE OF INVENTORY (Details)
SCHEDULE OF INVENTORY (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | |||
Raw material | $ 26,995 | $ 31,604 | $ 42,929 |
Finished goods | 6,583 | 7,174 | 7,260 |
Total inventory | $ 33,578 | $ 38,778 | $ 50,189 |
SCHEDULE OF BREAKOUT OF OPERATI
SCHEDULE OF BREAKOUT OF OPERATING LEASES (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Commitments and Contingencies Disclosure [Abstract] | |||
Operating lease right-of-use assets | $ 23,988 | $ 3,315 | $ 4,513 |
Short-term operating lease liabilities | 1,682 | 1,288 | 1,188 |
Long-term operating lease liabilities | 22,763 | 2,234 | 3,541 |
Total operating lease liabilities | $ 24,445 | $ 3,522 | $ 4,729 |
Weighted average remaining lease term | 9 years 3 months 14 days | 2 years 7 months 6 days | 3 years 7 months 6 days |
Weighted average discount rate | 7.75% | 5.20% | 5.20% |
SCHEDULE OF FUTURE MINIMUM LEAS
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER OPERATING LEASES (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | ||
Commitments and Contingencies Disclosure [Abstract] | |||||
December 31, 2024 | $ 2,460 | [1] | $ 2,460 | [2] | |
December 31, 2025 | 4,267 | 1,435 | |||
December 31, 2026 | 3,810 | 1,435 | |||
December 31, 2027 | 3,004 | 893 | |||
December 31, 2028 | 3,094 | 3,094 | |||
Thereafter | 19,070 | 19,070 | |||
Total lease payments | 35,705 | 3,763 | |||
Less imputed interest | 11,260 | 241 | |||
Total operating lease liabilities | $ 24,445 | $ 3,522 | $ 4,729 | ||
[1]Represents scheduled payments for the remaining nine-month period ending December 31, 2024.[2]Number of options and weighted average exercise price prior to the merger has been adjusted to reflect the exchange of Legacy Dragonfly’s stock options for New Dragonfly stock options at an exchange ratio of approximately 1.182 |
SCHEDULE OF LEASE COST (Details
SCHEDULE OF LEASE COST (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Feb. 02, 2022 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Loss Contingencies [Line Items] | |||||
Operating lease cost | $ 23 | $ 655 | $ 393 | $ 1,577 | $ 1,670 |
Cost of Sales [Member] | |||||
Loss Contingencies [Line Items] | |||||
Operating lease cost | 350 | 347 | 1,393 | 1,476 | |
Research and Development Expense [Member] | |||||
Loss Contingencies [Line Items] | |||||
Operating lease cost | 23 | 22 | 90 | 95 | |
General and Administrative Expense [Member] | |||||
Loss Contingencies [Line Items] | |||||
Operating lease cost | 270 | 12 | 47 | 50 | |
Selling and Marketing Expense [Member] | |||||
Loss Contingencies [Line Items] | |||||
Operating lease cost | $ 12 | $ 12 | $ 47 | $ 49 |
SCHEDULE OF BREAKOUT OF FINANCE
SCHEDULE OF BREAKOUT OF FINANCE LEASES (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Commitments and Contingencies Disclosure [Abstract] | |||
Finance lease right-of-use assets | $ 99 | $ 106 | $ 45 |
Short-term finance lease liabilities | 37 | 36 | 10 |
Long-term finance lease liabilities | 56 | 66 | 35 |
Total finance lease liabilities | $ 93 | $ 102 | $ 45 |
Weighted average remaining lease term | 2 years 6 months | 2 years 8 months 12 days | 4 years 2 months 12 days |
Weighted average discount rate | 5.20% | 5.20% | 5.20% |
SCHEDULE OF FUTURE MINIMUM LE_2
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER FINANCE LEASES (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
December 31, 2024 | $ 31 | [1] | $ 31 | |
December 31, 2025 | 41 | 41 | ||
December 31, 2026 | 24 | 41 | ||
December 31, 2027 | 4 | 24 | ||
December 31, 2027 | 4 | |||
Total lease payments | 100 | 110 | ||
Less imputed interest | 7 | 8 | ||
Total operating lease liabilities | $ 93 | $ 102 | $ 45 | |
[1]Represents scheduled payments for the remaining nine-month period ending December 31, 2024. |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Feb. 02, 2022 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Loss Contingencies [Line Items] | |||||
Monthly base rent | $ 230 | ||||
Operating lease costs | 23 | $ 655 | $ 393 | $ 1,577 | $ 1,670 |
Estimated monthly property taxes | $ 21 | ||||
Percentage of escalation of monthly base rent | 3% | ||||
Percentage of escalation of fix operating expense costs | 2.40% | ||||
Minimum [Member] | |||||
Loss Contingencies [Line Items] | |||||
Lease payments | $ 118 | $ 111 | |||
Finance lease term | 3 years | 3 years | 3 years | ||
Maximum [Member] | |||||
Loss Contingencies [Line Items] | |||||
Lease payments | $ 361 | $ 128 | |||
Finance lease term | 5 years | 5 years | 5 years |
SCHEDULE OF FUTURE DEBT MATURIT
SCHEDULE OF FUTURE DEBT MATURITIES (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Debt Disclosure [Abstract] | ||
2024 | ||
2025 | 938 | |
2026 | 78,703 | 938 |
2026 | 78,731 | |
Total | 79,641 | 79,669 |
Less: Estimated interest paid-in-kind | (2,527) | (3,814) |
Total debt | 77,114 | 75,855 |
Less: Unamortized debt issuance costs | (56,172) | |
Total carrying amount | 21,837 | 19,683 |
Less: Current portion of debt | (21,837) | (19,683) |
Total long-term debt | ||
Less: Unamortized debt issuance costs | $ (55,277) |
LONG TERM DEBT (Details Narrati
LONG TERM DEBT (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |||||
Oct. 07, 2022 | Nov. 24, 2021 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Oct. 10, 2022 | |
Debt Instrument [Line Items] | |||||||
Issuance of notes payable | $ 35,474,000 | ||||||
Debt issuance costs other | $ 4,032,000 | ||||||
Long term debt | $ 77,114,000 | 75,855,000 | |||||
Paid in kind interest | 1,260,000 | $ 1,238,000 | 4,938,000 | 1,192,000 | |||
Unamortized debt discount | $ 56,172,000 | ||||||
Debt Instrument, Unamortized Discount | $ 55,277,000 | ||||||
Penny Warrants [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Warrants to purchase shares | 2,593,056 | 2,593,056 | |||||
Warrants 10 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Warrants to purchase shares | 1,600,000 | 1,600,000 | 457,142 | ||||
Share price | $ 10 | $ 10 | |||||
Term Loan Agreement [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Prepayment of debt installment | $ 5,275,000 | ||||||
Term Loan Agreement [Member] | Penny Warrants [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Warrants to purchase shares | 2,593,056 | 2,593,056 | |||||
Term Loan Agreement [Member] | Warrants 10 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Warrants to purchase shares | 1,600,000 | 1,600,000 | |||||
Share price | $ 10 | $ 10 | |||||
Senior Secured Term Loan Facility [Member] | Term Loan Agreement [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Loan principal amount | $ 75,000,000 | ||||||
Debt instrument, amortization percentage | 5% | ||||||
Debt instrument, amortization amount | $ 937,500 | ||||||
Debt instrument, amortization period | 24 months | ||||||
Basis spread on variable rate | 13.50% | ||||||
Senior Secured Term Loan Facility [Member] | Term Loan Agreement [Member] | Until April 1 2023 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Variable rate, payable in cash | 7% | ||||||
Variable rate, payable in kind | 6.50% | ||||||
Senior Secured Term Loan Facility [Member] | Term Loan Agreement [Member] | After April 1, 2023 Until October 1, 2024 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Variable rate, payable in cash | 7% | ||||||
Senior Secured Term Loan Facility [Member] | Term Loan Agreement [Member] | After April 1, 2023 Until October 1, 2024 [Member] | Minimum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 1% | ||||||
Variable rate, payable in cash | 11.50% | ||||||
Variable rate, payable in kind | 4.50% | ||||||
Senior Secured Term Loan Facility [Member] | Term Loan Agreement [Member] | After April 1, 2023 Until October 1, 2024 [Member] | Maximum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Variable rate, payable in cash | 13.50% | ||||||
Variable rate, payable in kind | 6.50% | ||||||
Senior Secured Term Loan Facility [Member] | Term Loan Agreement [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 13.50% | ||||||
Senior Secured Term Loan Facility [Member] | Term Loan Agreement [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | Until April 1 2023 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Variable rate, payable in cash | 7% | ||||||
Variable rate, payable in kind | 6.50% | ||||||
Senior Secured Term Loan Facility [Member] | Term Loan Agreement [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | After April 1, 2023 Until October 1, 2024 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Variable rate, payable in cash | 7% | ||||||
Senior Secured Term Loan Facility [Member] | Term Loan Agreement [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | After April 1, 2023 Until October 1, 2024 [Member] | Minimum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 1% | ||||||
Variable rate, payable in cash | 11.50% | ||||||
Variable rate, payable in kind | 4.50% | ||||||
Senior Secured Term Loan Facility [Member] | Term Loan Agreement [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | After April 1, 2023 Until October 1, 2024 [Member] | Maximum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Variable rate, payable in cash | 13.50% | ||||||
Variable rate, payable in kind | 6.50% | ||||||
Senior Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Loan principal amount | 45,000,000 | ||||||
Debt instrument, insured amount | 45,000,000 | ||||||
Gross proceeds from notes | 45,000,000 | ||||||
Deposits in reserve accounts | 3,188,000 | ||||||
Expenses withdrawn from gross proceeds | 6,338,000 | ||||||
Prepaid policy premiums amount | 4,725,000 | ||||||
Prepaid loan monitoring fee | 60,000 | ||||||
Debt issuance costs other | $ 1,553,000 | ||||||
Interest rate stated percentage | 5.50% | ||||||
Debt instrument, late fee | $ 50 | ||||||
Debt instrument, default interest rate | 5% | ||||||
Date of first installment to be paid | Dec. 01, 2022 | ||||||
Number of equal installments of principal to be paid | twenty four | ||||||
Periodic payment, principal | $ 1,875,000 | ||||||
Maturity date | Nov. 01, 2024 | ||||||
Interest expense debt, excluding amortization | 1,873,000 | ||||||
Amortization of debt issuance costs | 1,783,000 | ||||||
Senior Notes [Member] | Term Loan Agreement [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Loan principal amount | $ 69,725,000 | $ 69,725,000 | 75,000,000 | ||||
Interest expense debt, excluding amortization | 3,701,000 | 3,496,000 | 14,272,000 | 3,195,000 | |||
Amortization of debt issuance costs | 894,000 | $ 219,000 | 1,471,000 | 38,000 | |||
Long term debt | 21,837,000 | 19,683,000 | 19,242,000 | ||||
Paid in kind interest | 7,389,000 | 6,130,000 | 1,192,000 | ||||
Unamortized debt discount | 56,172,000 | $ 56,950,000 | |||||
Debt Instrument, Unamortized Discount | $ 55,277,000 | $ 56,172,000 |
ASSET PURCHASE AGREEMENT (Detai
ASSET PURCHASE AGREEMENT (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Apr. 30, 2022 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Asset Acquisition [Line Items] | |||||
Cost of sales | $ 3,000 | $ 9,454 | $ 14,124 | $ 48,946 | $ 62,633 |
Selling and Marketing Expense [Member] | |||||
Asset Acquisition [Line Items] | |||||
Compensation expense | 2,000 | ||||
Thomason And Jones [Member] | |||||
Asset Acquisition [Line Items] | |||||
Payment of related party | 1,000 | ||||
Inventory And Intellectual Property Assets [Member] | |||||
Asset Acquisition [Line Items] | |||||
Purchase price for acquiring machinery and equipment | $ 444 | $ 444 | |||
Inventory And Intellectual Property Assets [Member] | William Thomason [Member] | |||||
Asset Acquisition [Line Items] | |||||
Contingent payments | 1,000 | ||||
Inventory And Intellectual Property Assets [Member] | Richard Jones [Member] | |||||
Asset Acquisition [Line Items] | |||||
Contingent payments | 1,000 | ||||
Inventory And Intellectual Property Assets [Member] | Maximum [Member] | |||||
Asset Acquisition [Line Items] | |||||
Purchase price for acquiring machinery and equipment | $ 700 |
RELATED PARTY (Details Narrativ
RELATED PARTY (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||
Nov. 07, 2023 | Apr. 26, 2023 | Feb. 28, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Feb. 27, 2024 | Jan. 26, 2024 | Mar. 05, 2023 | |||
Related Party Transaction [Line Items] | ||||||||||||
Stock options exercised | 917,662 | [1] | 581,351 | [1] | ||||||||
Gneral and administrative expense | $ 4,813 | $ 9,495 | $ 26,389 | $ 41,566 | ||||||||
March Note [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Promissory note | $ 1,000 | |||||||||||
Loan fee amount | $ 100 | |||||||||||
January Note [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Promissory note | $ 1,000 | |||||||||||
Loan fee amount | $ 50 | |||||||||||
February Note [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Promissory note | $ 1,700 | |||||||||||
Loan fee amount | $ 85 | |||||||||||
Chief Operating Officer [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Repayment to officer | 100 | 100 | ||||||||||
Due to related party | $ 1,000 | 1,000 | ||||||||||
Stock options exercised | 100,000 | |||||||||||
Stock options expired | 77,316 | |||||||||||
Gneral and administrative expense | $ 116 | 116 | ||||||||||
Chief Operating Officer [Member] | Share-Based Payment Arrangement, Option [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Stock options expired | 76,316 | |||||||||||
Former Chief Financial Officer [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Loans receivable | $ 469 | |||||||||||
Loans maturity date | Mar. 01, 2026 | |||||||||||
Chief Legal Officer [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Due to related party | $ 720 | |||||||||||
Share based compensation | $ 76 | |||||||||||
[1]Number of options and weighted average exercise price prior to the merger has been adjusted to reflect the exchange of Legacy Dragonfly’s stock options for New Dragonfly stock options at an exchange ratio of approximately 1.182 |
SCHEDULE OF UNDERWRITER WARRANT
SCHEDULE OF UNDERWRITER WARRANTS (Details) - shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Underwriters’ Warrants Outstanding, January 1, 2023 | 24,510,575 | 16,708,414 |
Underwriters’ Warrants Outstanding, December 31, 2023 | 24,510,575 | 24,510,575 |
Underwriters Warrants [Member] | ||
Underwriters’ Warrants Outstanding, January 1, 2023 | 570,250 | |
Underwriters’ Warrants issued | 570,250 | |
Underwriters’ Warrants Outstanding, December 31, 2023 | 570,250 |
SCHEDULE OF WARRANTS CLASSIFICA
SCHEDULE OF WARRANTS CLASSIFICATION AT BALANCE SHEET DATE (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||
Oct. 07, 2022 | Dec. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2022 | |
Class of Warrant or Right [Line Items] | |||||
Shares | 24,510,575 | 24,510,575 | 12,266,971 | 16,708,414 | |
Initial recognition date | Jun. 20, 2028 | ||||
Private Placement Warrants [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Shares | 1,501,386 | 4,627,858 | |||
Fair value | $ 1,990 | ||||
Initial recognition date | Oct. 07, 2022 | ||||
Exercise price | $ 11.5 | ||||
Expiration date | Aug. 11, 2026 |
SCHEDULE FAIR VALUE WARRANTS (D
SCHEDULE FAIR VALUE WARRANTS (Details) - $ / shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Exercise price | $ 3.82 | $ 1.57 | |
Dividend yield | 0% | 0% | |
Term | 6 years 5 months 12 days | 5 years 8 months 4 days | |
Volatility | 45% | 45% | |
Risk-free rate | 4.20% | 2.71% | |
Penny Warrants [Member] | |||
Common stock price | $ 0.54 | $ 0.54 | $ 11.09 |
Exercise price | $ 0.01 | $ 0.01 | $ 0.01 |
Dividend yield | 0% | 0% | 0% |
Term | 10 years | 9 years 9 months 7 days | |
Volatility | 96% | 96% | 90% |
Risk-free rate | 4.20% | 3.90% | 3.90% |
Fair value | $ 0.54 | $ 0.54 | $ 11.89 |
Penny Warrants [Member] | Minimum [Member] | |||
Term | 8 years 6 months 7 days | ||
Penny Warrants [Member] | Maximum [Member] | |||
Term | 9 years 9 months | ||
Investor Warrants [Member] | |||
Common stock price | $ 0.54 | 0.54 | |
Exercise price | $ 2 | $ 2 | |
Dividend yield | 0% | 0% | |
Term | 4 years 2 months 23 days | 4 years 5 months 23 days | |
Volatility | 104% | 106% | |
Risk-free rate | 4.30% | 3.90% | |
Fair value | $ 0.29 | $ 0.31 |
SCHEDULE OF ROLL FORWARD IN WAR
SCHEDULE OF ROLL FORWARD IN WARRANTS (Details) - shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Underwriters’ Warrants Outstanding, January 1, 2023 | 24,510,575 | 16,708,414 | |
Underwriters’ Warrants Outstanding, December 31, 2023 | 24,510,575 | 24,510,575 | 16,708,414 |
Private Warrants [Member] | |||
Underwriters’ Warrants Outstanding, January 1, 2023 | 1,501,386 | 4,627,858 | |
Assumed in the merger | 4,627,858 | ||
Exercise of warrants | (3,126,472) | ||
Underwriters’ Warrants Outstanding, December 31, 2023 | 1,501,386 | 4,627,858 | |
Public Warrants [Member] | |||
Underwriters’ Warrants Outstanding, January 1, 2023 | 9,422,529 | 9,487,500 | |
Assumed in the merger | 9,487,500 | ||
Exercise of warrants | (64,971) | ||
Underwriters’ Warrants Outstanding, December 31, 2023 | 9,422,529 | 9,487,500 | |
Term Loan Warrants [Member] | |||
Underwriters’ Warrants Outstanding, January 1, 2023 | 1,884,510 | 2,593,056 | |
Exercise of warrants | (2,000,000) | ||
Issued in conjunction with merger | 4,193,056 | ||
Exercised subsequent to the merger | (1,600,000) | ||
Issuance of warrants | 1,291,454 | ||
Underwriters’ Warrants Outstanding, December 31, 2023 | 1,884,510 | 1,884,510 | 2,593,056 |
Investor Warrants [Member] | |||
Underwriters’ Warrants Outstanding, January 1, 2023 | 11,131,900 | ||
Exercise of warrants | (273,100) | ||
Issuance of warrants | 11,405,000 | ||
Underwriters’ Warrants Outstanding, December 31, 2023 | 11,131,900 | 11,131,900 |
SCHEDULE OF ROLL FORWARD OF AGG
SCHEDULE OF ROLL FORWARD OF AGGREGATE FAIR VALUES OF WARRANT LIABILITIES (Details) - Warrant [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Fair value as of January 1, 2023 | $ 30,841 | |
Issuance of warrants | 14,460 | 52,956 |
Exercise of warrants | (11,901) | (16,669) |
Change in fair value of warrants | (28,952) | (5,446) |
Fair value as of March 31, 2023 | $ 4,448 | $ 30,841 |
WARRANTS (Details Narrative)
WARRANTS (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||
Jun. 20, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 29, 2023 | Dec. 31, 2022 | Oct. 10, 2022 | |
Warrants outstanding | 24,510,575 | 12,266,971 | 24,510,575 | 16,708,414 | |||
Exercise of public warrants | $ 747 | $ 747 | |||||
Exercise of public warrants, shares | 0 | 64,971 | |||||
Warrant exercise purchase, description | 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 “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 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 | 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 “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 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. | |||||
Over-Allotment Option [Member] | |||||||
Options to purchase shares | 1,500,000 | ||||||
Over-Allotment Option [Member] | Underwriters [Member] | |||||||
Options to purchase shares | 1,405,000 | ||||||
Underwriters Warrants [Member] | |||||||
Warrant, exercise price | $ 2.50 | $ 2.50 | |||||
Number of warrants issued | 570,250 | ||||||
Warrant excersie price, rate | 125% | ||||||
Investor Warrants [Member] | |||||||
Warrant, exercise price | 2 | ||||||
Sale price | $ 0.54 | $ 0.54 | |||||
Warrants outstanding | 11,131,900 | 11,131,900 | |||||
Number of warrants issued | 10,000,000 | ||||||
Investor Warrants [Member] | Underwriters [Member] | |||||||
Number of warrants issued | 1,405,000 | ||||||
Investor Warrants [Member] | Over-Allotment Option [Member] | |||||||
Number of warrants issued | 1,500,000 | ||||||
Warrant [Member] | |||||||
Share issued, price share | $ 2 | ||||||
Common Stock [Member] | |||||||
Exercise of public warrants | |||||||
Exercise of public warrants, shares | 64,971,000 | 64,971,000 | |||||
Warrants, shares | 73,500,000 | 588,500,000 | |||||
Common Stock [Member] | Over-Allotment Option [Member] | |||||||
Warrants, shares | 1,500,000 | ||||||
Public Warrants [Member] | |||||||
Warrant, exercise price | $ 11.50 | ||||||
Redemption price of warrants | 0.01 | ||||||
Sale price | $ 16 | ||||||
Warrants issued | 9,487,500 | ||||||
Warrants outstanding | 9,487,500 | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Outstanding, Number | 9,487,500 | ||||||
Private Placement Warrants [Member] | |||||||
Warrant, exercise price | $ 11.5 | ||||||
Warrants outstanding | 1,501,386 | 4,627,858 | |||||
Number of warrants issued | 3,126,472 | ||||||
Warrants, shares | 1,100,000 | ||||||
Penny Warrants [Member] | |||||||
Number of warrants issued | 2,593,056 | 2,593,056 | |||||
Penny Warrants [Member] | Common Stock [Member] | |||||||
Number of warrants issued | 2,000,000 | 1,286,671 | |||||
Penny Warrants [Member] | Common Stock [Member] | Lenders [Member] | |||||||
Number of warrants issued | 4,783 | ||||||
Warrants 10 [Member] | |||||||
Sale price | $ 10 | $ 10 | |||||
Number of warrants issued | 1,600,000 | 1,600,000 | 457,142 | ||||
Warrants 10 [Member] | Common Stock [Member] | |||||||
Number of warrants issued | 1,996,323 |
SUMMARY OF RESERVED SHARES OF C
SUMMARY OF RESERVED SHARES OF COMMON STOCK FOR ISSUANCE (Details) - shares | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | [1] | ||
Equity [Abstract] | ||||||||
Options issued and outstanding | 2,315,299 | 2,364,787 | [1] | 3,731,392 | 3,642,958 | [1] | 3,690,955 | |
Common stock outstanding | 60,260,282 | 60,260,282 | 45,795,502 | 43,272,728 | ||||
Warrants outstanding | 24,510,575 | 24,510,575 | 12,266,971 | 16,708,414 | ||||
Earnout shares | 40,000,000 | 40,000,000 | 40,000,000 | 40,000,000 | ||||
Shares available for future issuance | 10,986,525 | 4,469,280 | 4,319,309 | 4,924,914 | ||||
Total | 138,072,681 | 131,604,924 | 106,113,174 | 108,549,014 | ||||
[1]Number of options and weighted average exercise price prior to the merger has been adjusted to reflect the exchange of Legacy Dragonfly’s stock options for New Dragonfly stock options at an exchange ratio of approximately 1.182 |
COMMON STOCK (Details Narrative
COMMON STOCK (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||
Jun. 12, 2022 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Nov. 29, 2023 | Jun. 20, 2023 | Oct. 07, 2022 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Common stock, shares authorized | 250,000,000 | 250,000,000 | 250,000,000 | 170,000,000 | ||||
Common stock, shares par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Common stock, shares issued | 60,260,282 | 43,272,728 | ||||||
Common stock, shares outstanding | 60,260,282 | 45,795,502 | 60,260,282 | 43,272,728 | ||||
Number of shares issued for cash | $ 597,000 | $ 1,273,000 | ||||||
Purchase agreement, description | the 36-month anniversary of the later of (x) the closing of the merger and (y) effective date of the Initial Registration Statement (as defined in the Purchase Agreement), (ii) the date on which CCM LLC shall have purchased 150,000,000 of shares of common stock pursuant to the Purchase Agreement, (iii) the date on which common stock shall have failed to be listed or quoted on Nasdaq or any successor principal market and (iv) the commencement of certain bankruptcy proceedings or similar transactions with respect to the Company or all or substantially all of its property. | |||||||
Aggregate net proceeds | $ 15,000,000 | |||||||
Expiration date | Jun. 20, 2028 | |||||||
Proceeds from issuance of common stock | $ 22,810,000 | |||||||
Related costs | 2,074,000 | |||||||
Adjustment to additional paid in capital warrant issued | 1,169,000 | |||||||
General and administrative expense | $ 4,813,000 | 9,495,000 | 26,389,000 | $ 41,566,000 | ||||
Fair value liability | 13,762,000 | |||||||
Common Stock [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Number of shares issued for cash | ||||||||
Shares new issues | 73,500,000 | 588,500,000 | ||||||
Common Stock [Member] | Over-Allotment Option [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Shares new issues | 1,500,000 | |||||||
Common Stock [Member] | June Public Offering [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Shares new issues | 10,000,000 | |||||||
Share issued price share | $ 2 | |||||||
Investor Warrants [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Exercise price | $ 2 | |||||||
Underwriters exercise | 1,405,000 | |||||||
Underwriters Warrants [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Exercise price | $ 2.50 | $ 2.50 | ||||||
Warrant [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Share issued price share | $ 2 | |||||||
General and administrative expense | $ 904,000 | |||||||
Maximum [Member] | Common Stock [Member] | Over-Allotment Option [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Shares new issues | 1,500,000 | |||||||
Maximum [Member] | Common Stock [Member] | June Public Offering [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Shares new issues | 10,000,000 | |||||||
Maximum [Member] | Investor Warrants [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Shares new issues | 1,405,000 | |||||||
Purchase Agreement [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Shares new issues | 73,500 | 588,500 | ||||||
Aggregate net proceeds | $ 597,000 | $ 1,273,000 | ||||||
Purchase Agreement [Member] | Maximum [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Aggregated purchase price | $ 150,000,000 | $ 150,000 | ||||||
THOR Industries [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Number of shares issued for cash | $ 15,000,000 | |||||||
CCM, LLC [Member] | Purchase Agreement [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Purchase agreement, description | which would result in beneficial ownership (as calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder) by CCM LLC, together with its affiliates, of more than 9.9%, (ii) which would cause the aggregate purchase price on the applicable VWAP Purchase Date (as defined in the Purchase Agreement) for such purchases to exceed $3,000 and (iii) equal to 20% of the total number of shares of common stock that would count towards VWAP on the applicable Purchase Date of such purchase | |||||||
CCM, LLC [Member] | Purchase Agreement [Member] | Maximum [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Aggregated purchase price | $ 150,000 |
SCHEDULE OF OPTION ACTIVITY AND
SCHEDULE OF OPTION ACTIVITY AND RELATED INFORMATION (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |||||
Share-Based Payment Arrangement [Abstract] | |||||||||
Number of Options, Balance at the beginning | [1] | 2,364,787 | 3,642,958 | 3,642,958 | 3,690,955 | ||||
Weighted- Average Exercise Price - Balances at the beginning | $ 2.69 | $ 2.02 | $ 2.02 | $ 1.98 | |||||
Weighted- Average Grant Date Fair Value, Balances at the beginning | $ 1.57 | $ 1.21 | $ 1.21 | $ 1.38 | |||||
Weighted- Average Remaining Contractual Life (in years) | 7 years 7 months 6 days | 7 years 10 months 24 days | 8 years 6 months 7 days | ||||||
Aggregate Intrinsic value Balances at the beginning | $ 60 | $ 35,898 | $ 35,898 | $ 6,550 | |||||
Number of Options granted | 143,607 | [1] | 572,428 | [1] | |||||
Weighted- Average Exercise Price Options granted | $ 7.50 | $ 3.46 | |||||||
Weighted- Average Grant Date Fair Value, Options granted | $ 3.82 | $ 1.57 | |||||||
Aggregate Intrinsic value Options granted | $ 632 | ||||||||
Number of Options forfeited | (49,488) | (504,116) | [1] | (39,074) | [1] | ||||
Weighted- Average Exercise Price Options forfeited | $ 3.11 | $ 2.95 | $ 3.13 | ||||||
Weighted- Average Grant Date Fair Value, Options forfeited | $ 1.77 | $ 1.63 | $ 1.73 | ||||||
Aggregate Intrinsic value Options forfeited | $ 439 | ||||||||
Number of Options exercised | (917,662) | [1] | (581,351) | [1] | |||||
Weighted- Average Exercise Price Options exercised | $ 0.64 | $ 1.16 | |||||||
Weighted- Average Grant Date Fair Value, Options exercised | $ 1.28 | $ 0.89 | |||||||
Aggregate Intrinsic value Options exercised | $ 585 | ||||||||
Number of Options, Balance at the end | 2,315,299 | 3,731,392 | 2,364,787 | [1] | 3,642,958 | [1] | 3,690,955 | [1] | |
Weighted- Average Exercise Price Balances at the end | $ 2.68 | $ 2.69 | $ 2.02 | $ 1.98 | |||||
Weighted- Average Grant Date Fair Value, Balances at the end | $ 1.56 | $ 1.57 | $ 1.21 | $ 1.38 | |||||
Weighted- Average Remaining Contractual Life (in years) | 6 years 5 months 1 day | 7 years 7 months 6 days | 7 years 10 months 24 days | ||||||
Aggregate Intrinsic value Balances at the end | $ 60 | $ 60 | $ 35,898 | $ 6,550 | |||||
Number of Options, Vested and Exercisable | 1,651,913 | 1,530,078 | [1] | ||||||
Weighted- Average Exercise Price Vested and Exercisable | $ 2.46 | $ 2.43 | |||||||
Weighted- Average Remaining Contractual Life (in years), Vested and Exercisable | 6 years 4 months 2 days | 7 years 5 months 8 days | |||||||
Aggregate Intrinsic value Vested and Exercisable | $ 60 | $ 60 | |||||||
Number of Options, Vested and expected to vest | 2,315,299 | 2,364,787 | [1] | ||||||
Weighted- Average Exercise Price Vested and expected to vest (in dollars per share) | $ 2.68 | $ 2.69 | |||||||
Weighted- Average Remaining Contractual Life (in years), Vested and expected to vest | 6 years 5 months 1 day | 7 years 7 months 6 days | |||||||
Aggregate Intrinsic value Vested and expected to vest | $ 60 | $ 60 | |||||||
[1]Number of options and weighted average exercise price prior to the merger has been adjusted to reflect the exchange of Legacy Dragonfly’s stock options for New Dragonfly stock options at an exchange ratio of approximately 1.182 |
SCHEDULE OF OPTION ACTIVITY A_2
SCHEDULE OF OPTION ACTIVITY AND RELATED INFORMATION (Details) (Parenthetical) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Stock option exchange ratio | 1.182 | 1.182 |
SCHEDULE OF VALUATION ASSUMPTIO
SCHEDULE OF VALUATION ASSUMPTIONS OF OPTIONS (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Weighted average fair value of options granted | $ 3.82 | $ 1.57 |
Risk-free interest rate | 4.20% | 2.71% |
Volatility | 45% | 45% |
Expected life | 6 years 5 months 12 days | 5 years 8 months 4 days |
Dividend yield | 0% | 0% |
SCHEDULE OF RESTRICTED STOCK UN
SCHEDULE OF RESTRICTED STOCK UNITS ACTIVITY (Details) - Restricted Stock Units (RSUs) [Member] - $ / shares | 3 Months Ended | 12 Months Ended | |||
Feb. 05, 2024 | Feb. 10, 2023 | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Number of shares , beginning balance | 47,000 | 180,000 | |||
Weighted average fair market value , beginning balance | $ 2.69 | $ 14 | |||
Number of shares , beginning balance | 220,000 | 461,998 | 220,000 | 508,998 | 180,000 |
Weighted average fair market value , beginning balance | $ 0.43 | $ 7.06 | $ 14 | ||
Number of shares , beginning balance | (100,000) | (104,875) | (641,998) | ||
Weighted average fair market value , beginning balance | $ 2.34 | $ 9.32 | |||
Number of shares , beginning balance | 461,998 | 162,125 | 47,000 | 180,000 | |
Weighted average fair market value , beginning balance | $ 0.97 | $ 2.69 | $ 14 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||
Feb. 05, 2024 | Feb. 10, 2023 | Oct. 07, 2022 | Jul. 31, 2021 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | May 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Common stock reserved for issuance | 138,072,681 | 106,113,174 | 131,604,924 | 108,549,014 | ||||||
Share based compensation expense | $ 266 | $ 4,487 | $ 6,710 | $ 2,467 | ||||||
Restricted Stock Units (RSUs) [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Restricted stock units | 461,998 | 180,000 | 162,125 | 47,000 | 180,000 | |||||
Restricted stock units, value | $ 2,520 | $ 3,464 | $ 3,464 | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period | 220,000 | 461,998 | 220,000 | 508,998 | 180,000 | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period | 100,000 | 104,875 | 641,998 | |||||||
Restricted Stock Units Unvested [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Restricted stock units, value | $ 95 | $ 126 | ||||||||
Restricted stock units, unvested | 47,000 | |||||||||
Restricted Stock Units Vested [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Share based compensation expense | 45 | |||||||||
Restricted stock units, value | $ 22 | |||||||||
Cost of Sales [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Share based compensation expense | 32 | 36 | 133 | $ 155 | ||||||
Research and Development Expense [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Share based compensation expense | 65 | 29 | 116 | 149 | ||||||
Selling and Marketing Expense [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Share based compensation expense | 60 | 856 | 1,097 | $ 654 | ||||||
General and Administrative Expense [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Share based compensation expense | $ 109 | $ 3,566 | $ 5,364 | $ 1,509 | ||||||
Common Stock [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Common stock issued in public offering (ATM), net of costs, shares | 73,500,000 | 588,500,000 | ||||||||
2021 Stock Incentive Plan [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Term of plan | 10 years | |||||||||
Maximum number of common shares reserved for grants | 1,000,000 | 2,000,000 | ||||||||
2022 Stock Incentive Plan [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Common stock reserved for issuance | 2,785,950 | |||||||||
2022 Stock Incentive Plan [Member] | Common Stock [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Common stock issued in public offering (ATM), net of costs, shares | 2,464,400 | 1,500,000 | 2,464,400 | 1,500,000 | ||||||
Outstanding shares percentage | 1% | 1% | ||||||||
Two Thousand Twenty Two Equity Incentive And Employee Stock Purchase Plan [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Unissued authorized and available for future awards | 10,986,525 | 4,469,280 |
SCHEDULE OF INCOME TAX EXPENSE
SCHEDULE OF INCOME TAX EXPENSE (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Current - Federal | $ (36) | $ (317) | ||
Current – State | 10 | 60 | ||
Deferred – Federal | (448) | |||
Deferred – State | (4) | |||
Total tax expense | $ (26) | $ (709) |
SCHEDULE OF COMPONENTS OF DEFER
SCHEDULE OF COMPONENTS OF DEFERRED TAX ASSETS (LIABILITIES) (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets: | ||
Start up costs | $ 850 | |
Lease liability | 804 | 1,071 |
Stock based compensation | 1,305 | 139 |
Accrued expenses | 1,179 | 506 |
Allowance for bad debt | 62 | 75 |
Research and development credit | 847 | 200 |
Fixed assets and intangibles | 1,657 | 25 |
Interest expense | 4,907 | 1,595 |
Prepaid expenses | 512 | 960 |
Net Operating Loss | 7,891 | 3,727 |
Inventory (Sec. 263A) | 360 | 62 |
Deferred tax asset | 20,374 | 8,360 |
Right of Use Asset | 757 | 1,036 |
Deferred tax liability | 757 | 1,036 |
Net deferred tax asset (liability) | 19,617 | 7,324 |
Valuation Allowance | (19,617) | (7,324) |
Net deferred tax asset |
SCHEDULE OF RECONCILIATION BETW
SCHEDULE OF RECONCILIATION BETWEEN THE EFFECTIVE TAX RATE ON INCOME FROM CONTINUING OPERATIONS AND THE STATUTORY RATE (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Book income (loss) before taxes, tax | $ (2,902) | $ (8,547) | ||
Book income (loss) before taxes, percent | 21% | 21% | ||
Permanent differences (transaction costs), tax | $ 2,185 | |||
Permanent differences (transaction costs), percent | (5.37%) | |||
Permanent differences (warrants), tax | $ (1,144) | |||
Permanent differences (warrants), percent | 2.81% | |||
Permanent differences (other than tax), tax | $ (6,089) | $ 458 | ||
Permanent differences (other than tax)), percent | 44.07% | (1.13%) | ||
State taxes, net, tax | $ (1,233) | $ (722) | ||
State taxes, net, percent | 8.92% | 1.77% | ||
Deferred true-up, tax | $ (1,617) | $ (288) | ||
Deferred true-up, percent | 11.71% | 0.71% | ||
Research and development credits, tax | $ (647) | $ (200) | ||
Research and development credits, percent | 4.68% | 0.49% | ||
Research and development capitalization, tax | $ (300) | |||
Research and development capitalization, percent | 2.17% | |||
Uncertain tax positions, tax | $ 132 | $ 128 | ||
Uncertain tax positions, percent | (0.96%) | (0.31%) | ||
Other, tax | $ 68 | $ 97 | ||
Other, percent | (0.49%) | (0.24%) | ||
Rate Change, tax | $ 268 | |||
Rate Change, percent | (1.94%) | |||
Change in valuation allowance, tax | $ 12,294 | $ 7,324 | ||
Change in valuation allowance, percent | (88.96%) | (18.00%) | ||
Total, tax | $ (26) | $ (709) | ||
Effective tax rate, percent | 0.20% | 1.74% |
SCHEDULE OF GROSS UNCERTAIN TAX
SCHEDULE OF GROSS UNCERTAIN TAX POSITIONS (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Balance- December 31, 2021 | $ 128 | |
Additions for current year tax positions | 37 | 128 |
Additions for current year tax positions | (37) | (128) |
Balance- December 31, 2022 | $ 91 | $ 128 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 16, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Effective Income Tax Rate Reconciliation [Line Items] | |||
Effective tax percent rate | 21% | 21% | |
Deferred tax assets, valuation allowance | $ 19,617 | $ 7,324 | |
Effective income tax rate excise tax percentage | 1% | ||
Domestic Tax Jurisdiction [Member] | |||
Effective Income Tax Rate Reconciliation [Line Items] | |||
Operating loss carryforwards | $ 34,941 | ||
Effective tax percent rate | 80% | ||
Research and development credits | $ 847 | ||
Tax credit carry forward expiration | 2042 | ||
State and Local Jurisdiction [Member] | |||
Effective Income Tax Rate Reconciliation [Line Items] | |||
Operating loss carryforwards | $ 14,969 |
SCHEDULE OF PREVIOUSLY ISSUED F
SCHEDULE OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Apr. 30, 2022 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Jan. 01, 2023 | Jan. 01, 2022 | Dec. 31, 2021 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Inventory | $ 33,578 | $ 38,778 | $ 50,189 | |||||
Total Current Assets | 47,691 | 55,920 | 73,832 | |||||
Total Assets | 88,449 | 75,204 | 89,105 | |||||
Accrued tariffs | 1,800 | 1,713 | 932 | |||||
Total Current Liabilities | 43,523 | 40,377 | 41,463 | |||||
Total Liabilities | 70,638 | 47,292 | 78,362 | |||||
Total Equity | 17,811 | $ 31,609 | 27,912 | 10,743 | $ 15,892 | |||
Cost of Goods Sold | $ 3,000 | 9,454 | 14,124 | 48,946 | 62,633 | |||
Gross Profit | 3,051 | 4,667 | 15,446 | 23,618 | ||||
Loss From Operations | (5,839) | (9,892) | (27,429) | (34,383) | ||||
Interest Expense | (4,760) | (3,856) | (16,015) | (6,979) | ||||
Total Other Income (Expense) | (4,528) | 14,667 | 13,586 | (6,317) | ||||
Income Before Taxes | (10,367) | 4,775 | (13,843) | (40,700) | ||||
Net Income | $ (10,367) | $ 4,775 | $ (13,817) | $ (39,991) | ||||
Loss Per Share, basic | $ (0.17) | $ 0.11 | $ (0.26) | $ (1.04) | ||||
Loss Per Share, diluted | $ (0.17) | $ 0.10 | $ (0.26) | $ (1.04) | ||||
Change in Inventory | $ 5,200 | $ (1,966) | $ 11,411 | $ (22,732) | ||||
Change in Accrued Tariffs | 117 | 433 | ||||||
Net Cash Used in Operating Activities | (3,395) | (3,838) | (17,706) | (45,696) | ||||
Retained Earnings | $ (51,906) | $ (22,947) | $ (41,539) | $ (27,722) | $ (27,722) | $ 12,269 | ||
Net Income per share - Basic | $ 0.17 | $ (0.11) | $ 0.26 | $ 1.04 | ||||
Net Income per share – Diluted | $ 0.17 | $ (0.10) | $ 0.26 | $ 1.04 | ||||
Previously Reported [Member] | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Inventory | $ 49,846 | |||||||
Total Current Assets | 73,489 | |||||||
Total Assets | 88,761 | |||||||
Accrued tariffs | ||||||||
Total Current Liabilities | 40,531 | |||||||
Total Liabilities | 77,430 | |||||||
Total Equity | 11,332 | |||||||
Cost of Goods Sold | $ 14,048 | 62,247 | ||||||
Gross Profit | 4,743 | 24,004 | ||||||
Loss From Operations | (9,816) | (33,997) | ||||||
Interest Expense | (3,815) | (6,945) | ||||||
Total Other Income (Expense) | (6,283) | |||||||
Income Before Taxes | 4,892 | (40,280) | ||||||
Net Income | $ 4,892 | $ (39,571) | ||||||
Loss Per Share, basic | $ 0.11 | $ (1.03) | ||||||
Loss Per Share, diluted | $ 0.10 | $ (1.03) | ||||||
Change in Inventory | $ (22,719) | |||||||
Change in Accrued Tariffs | ||||||||
Net Cash Used in Operating Activities | (45,696) | |||||||
Retained Earnings | $ (22,241) | $ (27,133) | (27,133) | 12,438 | ||||
Net Income per share - Basic | $ (0.11) | $ 1.03 | ||||||
Net Income per share – Diluted | $ (0.10) | $ 1.03 | ||||||
Revision of Prior Period, Adjustment [Member] | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Inventory | $ 343 | |||||||
Total Current Assets | 343 | |||||||
Total Assets | 343 | |||||||
Accrued tariffs | 932 | |||||||
Total Current Liabilities | 932 | |||||||
Total Liabilities | 932 | |||||||
Total Equity | (589) | |||||||
Cost of Goods Sold | $ 76 | 386 | ||||||
Gross Profit | (76) | (386) | ||||||
Loss From Operations | (76) | (386) | ||||||
Interest Expense | (41) | (34) | ||||||
Total Other Income (Expense) | (34) | |||||||
Income Before Taxes | (117) | (420) | ||||||
Net Income | $ (117) | $ (420) | ||||||
Loss Per Share, basic | $ 0 | $ (0.01) | ||||||
Loss Per Share, diluted | $ 0 | $ (0.01) | ||||||
Change in Inventory | $ (13) | |||||||
Change in Accrued Tariffs | $ 117 | 433 | ||||||
Net Cash Used in Operating Activities | ||||||||
Retained Earnings | $ (706) | $ (589) | $ (589) | $ (169) | ||||
Net Income per share - Basic | $ 0 | $ 0.01 | ||||||
Net Income per share – Diluted | $ 0 | $ 0.01 |
REVISIONS OF PREVIOUSLY ISSUE_3
REVISIONS OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Details Narrative) $ in Thousands | Dec. 31, 2023 USD ($) |
Accounting Changes and Error Corrections [Abstract] | |
Underpayment of tariff | $ 1,580 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) | 3 Months Ended | 12 Months Ended | ||||||||||||||||
Apr. 30, 2024 USD ($) shares | Apr. 24, 2024 USD ($) shares | Apr. 17, 2024 shares | Apr. 16, 2024 USD ($) ft² | Apr. 12, 2024 USD ($) ft² shares | Feb. 27, 2024 USD ($) | Feb. 05, 2024 shares | Jan. 26, 2024 USD ($) | Feb. 10, 2023 shares | Mar. 31, 2024 USD ($) shares | Mar. 31, 2023 USD ($) shares | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | May 13, 2024 $ / shares shares | Nov. 29, 2023 $ / shares | Oct. 07, 2022 $ / shares | |||
Subsequent Event [Line Items] | ||||||||||||||||||
Issuance of cash and equity awards | $ 2,074,000 | |||||||||||||||||
Cash | $ 8,501,000 | $ 12,713,000 | ||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period | shares | 917,662 | [1] | 581,351 | [1] | ||||||||||||||
Stock Issued During Period, Value, Stock Options Exercised | $ 93,000 | $ 586,000 | $ 706,000 | |||||||||||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||
Common Stock [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period | shares | 36,009 | 917,662 | 581,351 | |||||||||||||||
Stock Issued During Period, Value, Stock Options Exercised | ||||||||||||||||||
Restricted Stock Units (RSUs) [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Shares issued | shares | 220,000 | 461,998 | 220,000 | 508,998 | 180,000 | |||||||||||||
Chief Executive Officer [Member] | Restricted Stock Units (RSUs) [Member] | Forecast [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Shares issued | shares | 568,000 | |||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Original principal amount | $ 85,000 | $ 50,000 | ||||||||||||||||
Area of land | ft² | 64 | 64 | ||||||||||||||||
Payments for rent | $ 45,000 | $ 45,000 | ||||||||||||||||
Lease term percentage | 3% | 3% | ||||||||||||||||
Security deposit | $ 50,000 | $ 50,000 | ||||||||||||||||
Stock Issued During Period, Shares, Conversion of Units | shares | 3,428 | |||||||||||||||||
Stock Issued During Period, Shares, Employee Stock Purchase Plans | shares | 244,774 | |||||||||||||||||
Consideration | $ 112 | |||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period | shares | 992 | |||||||||||||||||
Stock Issued During Period, Value, Stock Options Exercised | $ 1 | |||||||||||||||||
Subsequent Event [Member] | May Twenty Twenty Four Penny Warrants [Member] | Common Stock [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 2,550,000 | |||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | |||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.01 | |||||||||||||||||
Warrants and Rights Outstanding, Term | 10 years | |||||||||||||||||
Subsequent Event [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Shares issued | shares | 836,295 | |||||||||||||||||
Cash | $ 30,000 | |||||||||||||||||
Shares authorized | shares | 222,222 | |||||||||||||||||
Stock Issued During Period, Shares, Conversion of Units | shares | 4,875 | |||||||||||||||||
Subsequent Event [Member] | Board of Directors Chairman [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Convertible note payable amount | $ 1,700,000 | $ 1,000,000 | ||||||||||||||||
Subsequent Event [Member] | Chief Executive Officer [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Issuance of cash and equity awards | $ 1,532,000 | |||||||||||||||||
Subsequent Event [Member] | Chief Executive Officer [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Issuance of cash and equity awards | $ 511,000 | |||||||||||||||||
Shares issued | shares | 567,407 | |||||||||||||||||
Subsequent Event [Member] | Chief Revenue Officer [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Issuance of cash and equity awards | $ 490,000 | |||||||||||||||||
Subsequent Event [Member] | Chief Revenue Officer [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Issuance of cash and equity awards | $ 163,000 | |||||||||||||||||
Shares issued | shares | 181,481 | |||||||||||||||||
Subsequent Event [Member] | Chief Marketing Officer [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Issuance of cash and equity awards | $ 236,000 | |||||||||||||||||
Subsequent Event [Member] | Chief Marketing Officer [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Issuance of cash and equity awards | $ 79,000 | |||||||||||||||||
Shares issued | shares | 87,407 | |||||||||||||||||
[1]Number of options and weighted average exercise price prior to the merger has been adjusted to reflect the exchange of Legacy Dragonfly’s stock options for New Dragonfly stock options at an exchange ratio of approximately 1.182 |
SCHEDULE OF BASIC AND DILUTED E
SCHEDULE OF BASIC AND DILUTED EARNING (LOSS) PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Earnings Per Share [Abstract] | ||||
Net income (loss) | $ (10,367) | $ 4,775 | $ (13,817) | $ (39,991) |
Weighted average number of common shares-basic | 60,260,282 | 45,104,515 | 52,786,481 | 38,565,307 |
Net (Loss) Income per share, basic | $ (0.17) | $ 0.11 | $ (0.26) | $ (1.04) |
Dilutive effect related to stock options and warrants | 3,351,481 | |||
Weighted average diluted shares outstanding | 60,260,282 | 48,455,996 | 52,786,481 | 38,565,307 |
Net (Loss) Income per share, diluted | $ (0.17) | $ 0.10 | $ (0.26) | $ (1.04) |
SCHEDULE OF NUMBER OF POTENTIAL
SCHEDULE OF NUMBER OF POTENTIAL SHARES OF COMMON STOCK (Details) - shares shares in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Weighted average number of common shares-basic | 26,987,999 | 11,034,930 | 26,922,362 | 20,531,372 |
Warrant [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Weighted average number of common shares-basic | 24,510,575 | 10,923,915 | 24,510,575 | 16,708,414 |
Restricted Stock Units (RSUs) [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Weighted average number of common shares-basic | 162,125 | 111,015 | 47,000 | 180,000 |
Share-Based Payment Arrangement, Option [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Weighted average number of common shares-basic | 2,315,299 | 2,364,787 | 3,642,958 |