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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section
13 or 15(d) of the
Securities Exchange
Act of 1934
Date of Report (Date
of earliest event reported): September 18, 2025
Fly-E Group, Inc.
(Exact name of registrant
as specified in its charter)
| Delaware |
|
001-42122 |
|
92-0981080 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification Number) |
136-40 39th Avenue, Suite 202
Flushing, New York |
|
11354 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone
number, including area code: (929) 410-2770
N/A
(Former Name or Former
Address, if Changed Since Last Report)
Check the appropriate
box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section
12(b) of the Act:
| Title of each class |
|
Trading Symbol |
|
Name of each exchange on which registered |
| Common stock, $0.01 par value per share |
|
FLYE |
|
The Nasdaq Stock Market LLC |
Indicate by check mark
whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
☒
If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01 Entry Into a Material Definitive Agreement
On September 18, 2025, Fly-E
Group, Inc., a Delaware corporation (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”)
with certain “non-U.S. Persons” (the “Purchasers”) as defined in Regulation S of the Securities Act of 1933, as
amended (the “Securities Act”) named in the Purchase Agreement for the purpose of raising $11,000,000 in gross proceeds for
the Company. Pursuant to the terms of the Purchase Agreement, the Company agreed to sell to the Purchasers up to an aggregate of 13,750,000
shares of the Company’s common stock, par value $0.01 per share (the “Shares”) at a purchase price per Share of $0.80
(the “Offering”).
The parties to the Purchase
Agreement have each made customary representations, warranties and covenants, including, among other things, (a) the Purchasers are “non-U.S.
Persons” as defined in Regulation S and are acquiring the Shares for the purpose of investment, (b) the absence of any undisclosed
material adverse effects, and (c) the absence of legal proceedings that affect the completion of the transaction contemplated by the Purchase
Agreement.
The Purchase Agreement is
subject to various conditions to closing set forth therein. The Shares to be issued in the Offering are exempted from the registration
requirements of the Securities Act pursuant to Regulation S promulgated thereunder.
The net proceeds of the Offering
shall be used by the Company for working capital and other general corporate purposes.
The form of the Purchase Agreement
is filed as Exhibit 10.1 to this Current Report on Form 8-K, and such document is incorporated herein by reference. The foregoing is only
a brief description of the material terms of the Purchase Agreement, and does not purport to be a complete description of the rights and
obligations of the parties thereunder and is qualified in its entirety by reference to such exhibit.
Item 9.01 Financial
Statement and Exhibits
(d) Exhibits
| 10.1 |
| Form of Purchase Agreement |
| 104 |
| Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
| |
FLY-E GROUP, INC. |
| |
|
|
| Date: September 22, 2025 |
By: |
/s/ Zhou Ou |
| |
Name: |
Zhou Ou |
| |
Title: |
Chief Executive Officer |
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