Fly-E Group Inc SEC Filings

Fly-E Group, Inc. reports a sharp downturn for the six months ended September 30, 2025, with net revenues of $9.2 million versus $14.7 million a year earlier and a net loss widening to $3.8 million. Retail product sales fell while wholesale and new rental services contributed, but gross profit of $3.2 million was outweighed by operating, interest and other expenses.

The company used $7.7 million of cash in operating activities and ended the period with cash of $2.5 million and working capital of about $8.1 million. It strengthened its balance sheet through a June public offering that brought in about $6.1 million of net proceeds and a September private placement for 687,500 shares at $16.00 per share, of which $3.4 million had been received by quarter‑end and the remaining $7.6 million arrived in October and November 2025.

Debt remains significant, with total loan payables of $7.8 million and a weighted average interest rate of 37%. The company became in default on a $4.9 million loan with Peapack‑Gladstone Bank on August 31, 2025 and later entered into a forbearance and modification agreement extending repayment to March 31, 2026. Management concludes there is substantial doubt about Fly‑E Group’s ability to continue as a going concern and is relying on further equity, debt financing and related‑party support plans.

Fly-E Group, Inc. reported that it received a Nasdaq notice on November 25, 2025 stating it is not in compliance with Listing Rule 5250(c)(1) because it did not timely file its Form 10-Q for the quarter ended September 30, 2025. The notice is a deficiency notification only and does not immediately affect the listing or trading of the company’s common stock on the Nasdaq Capital Market.

The company has 60 calendar days, until January 26, 2026, to submit a plan to regain compliance. If Nasdaq accepts the plan, Fly-E Group could have up to 180 calendar days from the Form 10-Q due date, until May 20, 2026, to become current. If it fails to do so, Nasdaq may move to delist the stock, though the company would have the right to appeal. Fly-E Group states that it intends to complete its financial statements and file the Form 10-Q as soon as possible.

Fly-E Group, Inc. (FLYE) has notified the SEC that it will file its Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 late, because it needs additional time to prepare its financial statements. The company expects to submit the 10-Q on or before the fifth calendar day after the original due date.

Based on preliminary figures, net revenues for the three months ended September 30, 2025 declined by 42.9% to $3.9 million, compared with $6.8 million for the same period in 2024. Units sold decreased by 4,608, from 15,056 to 10,448, reflecting lower sales volumes and the impact of retail store closures and dispositions during the quarter. A lower average sales price, driven by product mix changes and promotional pricing, also contributed to the revenue decline. The company notes these numbers are still under review and may change once the 10-Q is filed.

Fly-E Group (FLYE) announced board changes. Effective October 31, 2025, Bin Wang resigned as a director, audit committee chair, and a member of the compensation and nominating/governance committees. The company stated his resignation was not due to any disagreement on accounting, operations, policies, or practices.

The Board appointed Dongperez Hua as an independent director, chair of the nominating and corporate governance committee, and a member of the compensation and audit committees. It also appointed Chun Min (Max) Lin as an independent director, chair of the compensation committee, and a member of the audit and nominating/governance committees, filling the vacancy from Lun Feng’s August 21, 2025 resignation. The Board reassigned Leqi Dong to serve as audit committee chair and as a member of the compensation and nominating/governance committees. The company noted Mr. Hua and Mr. Lin have no family relationships with directors or officers and no related‑party transactions requiring disclosure. Offer letters for both directors were filed as exhibits.

Fly-E Group (FLYE) approved and implemented a 1-for-20 reverse stock split. Shareholders authorized a split range on October 13, the board set the final ratio on October 24, and the amendment was filed October 27. The split becomes effective at 9:00 a.m. ET on November 4, 2025.

Every twenty shares of common stock will combine into one share, reducing issued and outstanding shares from 32,647,030 to 1,632,352. Holders entitled to fractional shares will have them rounded up to the nearest whole share. Trading on The Nasdaq Capital Market will begin on a split-adjusted basis on November 4 under the unchanged symbol FLYE. The new CUSIP is 343927307, replacing 343927208. Shareholders will receive instructions from the transfer agent, VStock Transfer LLC, regarding certificate exchange; no certificates should be sent to the company.

Fly-E Group reported that stockholders approved an amendment authorizing a reverse stock split of common stock in a range of 1-for-2 to 1-for-20. The board may choose the exact ratio and timing, with the action to be effected, if at all, within one year after the Special Meeting.

The Special Meeting, initially planned for September 15, 2025, was adjourned to October 13, 2025 to achieve a quorum, and the record date was updated to October 2, 2025. Voting results: 17,313,674 for, 187,237 against, 4 abstain, and 0 broker non-votes. The company’s common stock trades on Nasdaq under the symbol FLYE.

Fly-E Group, Inc. entered into a Securities Purchase Agreement with certain non-U.S. investors to raise $11,000,000 through a private stock sale. The company agreed to sell up to 13,750,000 shares of common stock at $0.80 per share in an offering conducted under Regulation S, meaning the shares are exempt from U.S. registration requirements. The agreement includes customary representations about the investors’ non-U.S. status, the absence of undisclosed material adverse effects, and the lack of legal proceedings that would block the deal. Fly-E plans to use the net proceeds primarily for working capital and other general corporate purposes.

Fly-E Group, Inc. filed an Form 8-K reporting two agreements dated September 17, 2025: a Director Offer Letter with Leqi Dong and an Employment Letter with Lisa Fan. The filing lists these agreements as exhibits and is signed by CEO Zhou Ou on September 19, 2025. The document provides the existence and dates of the director and employment arrangements but includes no substantive terms, compensation, or effective dates beyond the exhibit references.

Fly-E Group, Inc. postponed its special shareholder meeting originally set for September 15, 2025 because too few shares were represented to reach a quorum. The meeting has been rescheduled as a virtual-only session on October 10, 2025 at 10:00 a.m. Eastern Time.

Shareholders of record as of September 30, 2025 are entitled to vote. They are being asked to approve a reverse stock split of the company’s common stock at a ratio between 1-for-2 and 1-for-20, to be implemented within one year at the board’s discretion, and to approve the option to further adjourn the meeting if needed. The board is urging votes in favor of both items.