Form SC 13D/A - General statement of acquisition of beneficial ownership: [Amend]
06 Februar 2024 - 11:25PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13D
(Amendment
No. 1)
Under
the Securities Exchange Act of 1934
DRAGONFLY
ENERGY HOLDINGS CORP.
(Name
of Issuer)
Common
Stock, par value $0.0001 per share
(Title
of Class of Securities)
26145B
106
(CUSIP
Number)
Denis
Phares
Dragonfly
Energy Holdings Corp.
1190
Trademark Dr. #108
Reno,
Nevada 89521
Telephone:
(775) 622-3448
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
August
16, 2023
(Date
of Event Which Requires Filing of This Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because off §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7
for other parties to whom copies are to be sent.
* |
The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover
page. |
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
1
|
NAME
OF REPORTING PERSONS
Denis
Phares |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐ (b) ☐ |
3 |
SEC
Use Only
|
4 |
SOURCE
OF FUNDS
PF |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER
16,280,689* |
8 |
SHARED
VOTING POWER
0 |
9 |
SOLE
DISPOSITIVE POWER
16,280,689* |
10 |
SHARED
DISPOSITIVE POWER
0 |
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,280,689* |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.6%* |
14 |
TYPE
OF REPORTING PERSON
IN |
*See
Item 5 for additional information.
Explanatory
Note
This
Amendment No. 1 (this “Amendment”) amends and supplements the Schedule 13D filed by the Reporting Person with the
Securities and Exchange Commission on October 12, 2022 (the “Schedule 13D”). Except as specifically provided herein,
this Amendment does not modify or amend any of the information previously reported on the Schedule 13D. Capitalized terms used and not
otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D. Information given in response to each item
shall be deemed incorporated by reference in all other items, as applicable.
Item
2. Identity and Background.
Item
2 is hereby supplemented as follows:
|
c) |
The
Reporting Person’s present principal occupation is President, Chief Executive Officer and interim Chief Financial Officer of
the Issuer. |
Item
3. Source and Amounts of Funds.
Item
3 is hereby supplemented as follows:
The
Reporting Person acquired 204,266 shares of Common Stock through restricted stock options that were issued by the Issuer on February
10, 2023, in connection with the Reporting Person’s services performed as Chief Executive Officer of the Issuer for no additional
consideration.
Item
4. Purpose of Transaction.
Item
4 is hereby supplemented as follows:
|
f) |
The
Issuer has appointed the Reporting Person as its interim Chief Financial Officer. |
Item
5. Interest in Securities of the Issuer
Item
5 of the Schedule 13D is amended and restated as follows:
The
information contained in rows 7, 8, 9, 10, 11 and 13 of the cover page of this Amendment and the information set forth in or incorporated
by reference in Item 2, Item 3 and Item 6 of this Amendment and the Schedule 13D, as applicable, is hereby incorporated by reference
in its entirety into this Item 5.
|
a) |
The
Reporting Person directly owns 15,062,786 shares of Common Stock, and indirectly owns 1,217,906 shares of Common Stock through the
Phares 2021 GRAT dated July 9, 2021, of which the Reporting Person is a trustee. The Reporting Person has also been granted 177,313
options that have fully vested as of August 12, 2023. The Reporting Person’s holdings represent an aggregate of approximately
27.6% of the Issuer’s issued and outstanding shares of Common Stock (based on 59,550,812 shares of Common Stock outstanding
as of November 10, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 14, 2023). |
|
|
|
|
|
As
of November 9, 2022 the Reporting Person beneficially owns 16,232,165 shares of Common Stock. The Reporting Person’s holdings
represent an aggregate of approximately 37.4% of the Issuer’s issued and outstanding shares of Common Stock (based on 43,272,728
shares of Common Stock outstanding as of November 9, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q filed
with the SEC on November 14, 2022). |
|
|
|
|
|
As
of March 21, 2023, the Reporting Person beneficially owns 16,447,215 shares of Common Stock. The Reporting Person’s holdings
represent an aggregate of approximately 35.8% of the Issuer’s issued and outstanding shares of Common Stock (based on 45,794,923
shares of Common Stock outstanding as of March 21, 2023, as reported in the Issuer’s Annual Report on Form 10-K filed with
the SEC on April 17, 2023). |
|
|
As
of May 24, 2023, the Reporting Person beneficially owns 16,440,025 shares of Common Stock. The Reporting Person’s holdings
represent an aggregate of approximately 29.4% of the Issuer’s issued and outstanding shares of Common Stock (based on 55,885,513
shares of Common Stock outstanding as of May 24, 2023, as reported in the Issuer’s Registration Statement on Form S-1 filed
with the SEC on June 22, 2023). |
|
|
|
|
|
As
of August 16, 2023, the Reporting Person beneficially owns 16,458,002 shares of Common Stock. The Reporting Person’s holdings
represent an aggregate of approximately 28.0% of the Issuer’s issued and outstanding shares of Common Stock (based on 58,780,316
shares of Common Stock outstanding as of August 16, 2023, as reported in Issuer’s Quarterly Report on Form 10-Q filed with
the SEC on August 21, 2023). |
|
|
|
|
|
The
information set forth in Item 3 of this Schedule 13D regarding certain contingent rights to receive additional Common Stock is hereby
incorporated by reference into this Item 5(a). |
|
|
|
|
b) |
The
Reporting Person has the sole power to vote and dispose of 16,280,689 shares of Common Stock. The Reporting Person has the shared
power to vote or dispose of zero (0) shares of Common Stock. |
|
|
|
|
c) |
The
reporting person effected no transactions during the sixty (60) days prior to November 9, 2022. This Amendment No. 1 is being filed
to disclose the following transaction, as required under applicable rules, which transaction was earlier publicly disclosed on a
Form 3 filing made with the SEC under Section 16 of the Securities Exchange Act of 1934 (as well as earlier reports filed by the
issuer on Form 10-Q, Form 10-K, and a proxy statement): On October 7, 2022, the Issuer provided the Reporting Person with a non-qualified
ten-year stock option for the purchase of up to 177,313 shares of Common Stock, at a per-share price of $0.32. The option vested
as to 25% of on August 12, 2020 and continued to vest as to 75% of the option in thirty-seven (37) monthly installments from August
12, 2020 through August 12, 2023. In addition, the Issuer provided the Reporting Person with grant of 15,899,110 shares of Common
Stock. The option and the Common Stock were issued as stock-based compensation to the Reporting Person. |
|
|
|
|
|
The
reporting person effected no transactions during the sixty (60) days prior to March 21, 2023. This Amendment No. 1 is being filed
to disclose the following transaction, as required under applicable rules, which transaction was earlier publicly disclosed on a
Form 4 filing made with the SEC under Section 16 of the Securities Exchange Act of 1934 (as well as earlier reports filed by the
issuer on Form 10-Q, Form 10-K, and a proxy statement): On February 10, 2023, the Issuer provided the Reporting Person with restrict
stock units (“RSUs”) in the amount of 204,266 shares of Common Stock, at a per-share price of $0. The RSUs were issued
as stock-based compensation to the Reporting Person. |
|
|
|
|
|
There
were no transactions by the Reporting Person in shares of Common Stock during the period commencing sixty (60) days prior to June
22, 2023. |
|
|
|
|
|
There
were no transactions by the Reporting Person in shares of Common Stock during the period commencing sixty (60) days prior August
16, 2023. |
|
|
|
|
|
There
were no transactions by the Reporting Person in shares of Common Stock during the period commencing sixty (60) days prior the filing
of this Amendment. |
|
|
|
|
d) |
Not
applicable. |
|
|
|
|
e) |
Not
applicable. |
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
Date:
February 6, 2024
|
By: |
/s/
Denis Phares |
|
|
Denis
Phares |
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