Nasdaq flags Fly-E Group (NASDAQ: FLYE) for missed annual shareholder meeting

Q: What Nasdaq rule did Fly-E Group (FLYE) fail to satisfy?

Fly-E Group failed to satisfy Nasdaq Listing Rule 5620(a) , which requires listed companies to hold an annual shareholder meeting within twelve months of their fiscal year end. The company did not hold a meeting within twelve months of its March 31, 2025 fiscal year end.

Q: Does the Nasdaq deficiency letter immediately delist Fly-E Group (FLYE)?

No, the deficiency letter has no immediate effect on Fly-E Group’s listing or trading on the Nasdaq Capital Market. It starts a compliance process, giving the company time to submit a plan and potentially regain full compliance with listing standards.

Q: What deadline did Nasdaq give Fly-E Group (FLYE) to respond?

Nasdaq gave Fly-E Group 45 calendar days , until June 1, 2026, to submit a plan to regain compliance with Listing Rule 5620(a). Nasdaq may accept the plan and grant additional time for the company to correct the deficiency by holding its annual meeting.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Fly-E Group, Inc. received a Nasdaq deficiency notice on April 17, 2026 for failing to hold an annual shareholder meeting within twelve months of its fiscal year ended March 31, 2025, as required by Nasdaq Listing Rule 5620(a).

The notice does not immediately affect the listing or trading of its common stock on the Nasdaq Capital Market. Fly-E Group has until June 1, 2026 to submit a compliance plan, and Nasdaq may grant up to September 28, 2026 to regain compliance. The company characterizes the delay as administrative and intends to convene its annual meeting within the Nasdaq timeframe, while acknowledging there is no assurance it will satisfy all continued listing requirements.

Positive

None.

Negative

Nasdaq deficiency notice for governance lapse: Fly-E failed to hold an annual shareholder meeting within twelve months of its March 31, 2025 fiscal year end, triggering a Nasdaq Listing Rule 5620(a) deficiency process and introducing potential, though not immediate, listing risk.

Insights

Nasdaq has flagged Fly-E for a missed annual meeting, creating manageable but real listing risk.

Fly-E Group, Inc. received a Nasdaq deficiency notice because it did not hold an annual shareholder meeting within twelve months of its March 31, 2025 fiscal year end, as required by Listing Rule 5620(a). The company states the delay was administrative, not driven by board or shareholder disputes.

The notice alone does not suspend trading or remove the stock from the Nasdaq Capital Market. Fly-E has until June 1, 2026 to submit a remediation plan, and Nasdaq may extend compliance time through September 28, 2026. Actual impact depends on Fly-E’s ability to organize the meeting and remain compliant with all continued listing standards.

8-K Event Classification

2 items: 3.01, 9.01

2 items

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice or transferred its listing to a different exchange.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Annual meeting deadline rule: 12 months Fiscal year end: March 31, 2025 Plan submission deadline: June 1, 2026 +1 more

4 metrics

Annual meeting deadline rule 12 months Period after fiscal year end required by Nasdaq Listing Rule 5620(a)

Fiscal year end March 31, 2025 Fiscal year end used to measure the annual meeting timing requirement

Plan submission deadline June 1, 2026 45-day deadline for Fly-E to submit a compliance plan to Nasdaq

Maximum compliance extension September 28, 2026 Up to 180 calendar days from fiscal year end to regain compliance

Key Terms

Nasdaq Listing Rule 5620(a), Nasdaq Listing Rule 5810(c)(2)(G), Deficiency Letter, Nasdaq Hearings Panel, +1 more

5 terms

Nasdaq Listing Rule 5620(a) regulatory

"does not satisfy Listing Rule 5620(a), which requires listed companies to hold an annual meeting"

Nasdaq Listing Rule 5810(c)(2)(G) regulatory

"by convening its annual meeting of shareholders in accordance with the timeframe under Nasdaq Listing Rule 5810(c)(2)(G)"

Deficiency Letter regulatory

"received a letter (the “Deficiency Letter”) from the Listing Qualifications Staff"

Nasdaq Hearings Panel regulatory

"the Company will have the opportunity to appeal the decision to a Nasdaq Hearings Panel"

A Nasdaq hearings panel is a group of experts that reviews cases when a company's stock listing is at risk of being removed from the exchange. They evaluate whether the company has met certain standards and determine if it can keep trading on Nasdaq. This process matters to investors because it can affect a company's ability to raise money and maintain credibility in the market.

Emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Understanding 8-K Material Events →

04/21/2026 - 05:00 PM

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): April 17, 2026

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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Standard; Transfer of Listing.

On April 17, 2026, Fly-E Group, Inc. (the “Company”) received a letter (the “Deficiency Letter”) from the Listing Qualifications Staff (the “Staff”) of The Nasdaq Stock Market (“Nasdaq”) notifying the Company that it currently does not satisfy Listing Rule 5620(a), which requires listed companies to hold an annual meeting of shareholders within twelve months of the end of their fiscal year. The Company did not hold an annual meeting of shareholders within twelve months of its fiscal year ended March 31, 2025. The Deficiency Letter is only a notification of deficiency, not of imminent delisting, and has no immediate effect on the listing or trading of the Company’s securities on the Nasdaq Capital Market.

The Deficiency Letter states that the Company has 45 calendar days, or until June 1, 2026, to submit to Nasdaq a plan to regain compliance with the Nasdaq Listing Rule 5620(a). If the Company submits a plan to Nasdaq and Nasdaq accepts the plan, Nasdaq can grant an exception of up to 180 calendar days from the fiscal year end, or until September 28, 2026, to regain compliance. If Nasdaq does not accept the Company’s plan, the Company will have the opportunity to appeal the decision to a Nasdaq Hearings Panel.

The Company’s delay in convening the annual meeting was administrative in nature and was not the result of any disagreement among shareholders or the Board of Directors. The Company intends to timely regain compliance with Listing Rule 5620(a) by convening its annual meeting of shareholders in accordance with the timeframe under Nasdaq Listing Rule 5810(c)(2)(G). Although the Company will use all reasonable efforts to achieve compliance with the Listing Rules, there can be no assurance that it will be able to regain compliance with these rules or will otherwise be in compliance with other Nasdaq continued listing requirements.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits:

Exhibit No.		Description
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Fly-E Group, Inc.

Date: April 21, 2026	By:	/s/ Zhou Ou
	Name:	Zhou Ou
	Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What Nasdaq rule did Fly-E Group (FLYE) fail to satisfy?

Fly-E Group failed to satisfy Nasdaq Listing Rule 5620(a), which requires listed companies to hold an annual shareholder meeting within twelve months of their fiscal year end. The company did not hold a meeting within twelve months of its March 31, 2025 fiscal year end.

Does the Nasdaq deficiency letter immediately delist Fly-E Group (FLYE)?

No, the deficiency letter has no immediate effect on Fly-E Group’s listing or trading on the Nasdaq Capital Market. It starts a compliance process, giving the company time to submit a plan and potentially regain full compliance with listing standards.

What deadline did Nasdaq give Fly-E Group (FLYE) to respond?

Nasdaq gave Fly-E Group 45 calendar days, until June 1, 2026, to submit a plan to regain compliance with Listing Rule 5620(a). Nasdaq may accept the plan and grant additional time for the company to correct the deficiency by holding its annual meeting.

How long could Fly-E Group (FLYE) have to regain compliance with Nasdaq rules?

If Nasdaq accepts Fly-E Group’s plan, it can grant an exception of up to 180 calendar days from the fiscal year end, giving the company until September 28, 2026 to regain compliance by holding its annual shareholder meeting and satisfying Listing Rule 5620(a).

How does Fly-E Group (FLYE) describe the reason for its delayed annual meeting?

Fly-E Group states the delay in convening its annual meeting was administrative in nature. The company notes it did not result from any disagreement among shareholders or the Board of Directors and says it intends to convene the meeting within Nasdaq’s permitted timeframe.

What options does Fly-E Group (FLYE) have if Nasdaq rejects its compliance plan?

If Nasdaq does not accept Fly-E Group’s compliance plan, the company will have the opportunity to appeal the decision to a Nasdaq Hearings Panel. This appeal process offers another chance to present its remediation efforts before any potential delisting action proceeds.

Filing Exhibits & Attachments

3 documents