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Fly-E Group (NASDAQ: FLYE) wins approval for reverse split range and board slate

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Fly-E Group, Inc. reported the results of its 2025 Annual Meeting of Shareholders. On the record date, there were 1,632,386 common shares outstanding, and 932,621.51 shares, or about 57.13%, were represented in person or by proxy, establishing a quorum.

Shareholders elected four directors — Lisa Fan, Leqi Dong, Dongperez Hua, and Chun Min (Max) Lin — to serve until the 2026 annual meeting. They also ratified Fortune CPA, Inc. as independent registered public accounting firm for the fiscal year ended March 31, 2026.

Shareholders approved an amendment to the certificate of incorporation authorizing a reverse stock split of common stock at a ratio between 1-for-5 and 1-for-100, with the exact ratio and timing, if any, to be determined by the Board within one year after the meeting.

Positive

  • None.

Negative

  • None.

Insights

Shareholders backed all proposals, including a flexible reverse split authorization.

The meeting confirms that a quorum was reached, with about 57.13% of the 1,632,386 outstanding shares represented. All four director nominees were elected, indicating broad support for the current board slate.

Ratification of Fortune CPA, Inc. as independent auditor for the year ended March 31, 2026 is a routine but important governance item. The key decision is approval of a reverse stock split range of 1-for-5 to 1-for-100, leaving the exact ratio and timing to the Board’s discretion within one year after the meeting.

This authorization does not itself change the share count; it permits the Board to implement a split if it later chooses. Actual impact will depend on whether and how the Board uses this authority, as the filing only states the approved range and decision window.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Shares outstanding on record date 1,632,386 shares Common stock entitled to vote on May 5, 2026
Shares represented at meeting 932,621.51 shares Approximately 57.13% of outstanding, establishing quorum
Reverse split approval votes for 917,455.31 votes Proposal to authorize 1-for-5 to 1-for-100 reverse split
Reverse split approval votes against 14,891.70 votes Opposing votes on reverse stock split authorization
Auditor ratification votes for 930,191.66 votes Ratification of Fortune CPA, Inc.
Auditor ratification votes against 577.70 votes Opposing votes on auditor ratification
Auditor ratification abstentions 1,852.15 votes Abstentions on Fortune CPA, Inc. ratification
Reverse split ratio range 1-for-5 to 1-for-100 Board-authorized reverse stock split range
reverse stock split financial
"to effect a reverse stock split of the Company’s Common Stock by a ratio in a range of 1-for-5 to 1-for-100"
A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.
quorum financial
"of which 932,621.51, or approximately 57.13% ... were represented in person or by proxy. Therefore, a quorum was present."
A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.
broker Non-Vote financial
"Nominee | | For | | | Against | | | Broker Non-Vote"
independent registered public accounting firm financial
"to ratify the selection of Fortune CPA, Inc. as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
Amended and Restated Certificate of Incorporation regulatory
"approved the proposal to amend the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split"
A company’s amended and restated certificate of incorporation is an updated version of its foundational legal charter that replaces the older document and folds in all changes into one clear copy; it spells out corporate structure, classes of stock, shareholder rights and key governance rules. Investors care because it can change who controls the company, how votes are counted, what claims shareholders have on assets or dividends, and can introduce or remove protections against takeovers—like updating a house title after a major renovation to show who owns what and under what rules.
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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): June 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 5.07. Submission of Matters to a Vote of Security Holders.

 

On June 17, 2026, Fly-E Group Inc. (the “Company”) held its 2025 Annual Meeting of Shareholders (the “Meeting”). On May 5, 2026, the record date for the Meeting, there were 1,632,386 shares of common stock (the “Common Stock”) issued and outstanding entitled to be voted at the Meeting, of which 932,621.51, or approximately 57.13% of the total outstanding shares of Common Stock of the Company, were represented in person or by proxy. Therefore, a quorum was present.

 

1. Election of Directors

 

At the Meeting, all of the following four nominees were elected to the Company’s Board of Directors, in accordance with the voting results listed below, to serve until the 2026 Annual Meeting and until their successors are duly elected and qualified, or until their respective earlier death, resignation or removal. The voting results were as follows:

 

Nominee   For     Against     Broker
 Non-Vote		  
Lisa Fan     926,763.58       3,944.74       698,089.00  
Leqi Dong     926,456.48       4,251.74       698,089.00  
Dongperez Hua     926,462.18       4,246.14       698,089.00  
Chun Min (Max) Lin     926,461.58       4,246.74       698,089.00  

 

2. Auditor Appointment Ratification

 

At the Meeting, the shareholders approved the proposal to ratify the selection of Fortune CPA, Inc. as the Company’s independent registered public accounting firm to audit the Company’s consolidated financial statements for the fiscal year ended March 31, 2026. The voting results were as follows:

 

FOR   AGAINST   ABSTAIN
930,191.66   577.70   1,852.15

 

3. Reverse Stock Split

 

At the Meeting, the shareholders approved the proposal to amend the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company’s Common Stock by a ratio in a range of 1-for-5 to 1-for-100, with such ratio to be determined in the discretion of the Board of Directors of the Company and with such action to be effected at such time and date, if at all, as determined by the Board of Directors of the Company within one year after the conclusion of the Meeting. The voting results were as follows:

 

FOR   AGAINST   ABSTAIN
917,455.31   14,891.70   274.50

 

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)

 

1 

 

 

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: June 17, 2026 By: /s/ Zhou Ou
  Name:  Zhou Ou
  Title: Chief Executive Officer

 

2

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What did Fly-E Group Inc. (FLYE) shareholders approve regarding a reverse stock split?

Shareholders approved a reverse stock split range from 1-for-5 to 1-for-100. The Board may choose the exact ratio and timing, if any, within one year after the meeting, by amending the certificate of incorporation accordingly.

How many Fly-E Group (FLYE) shares were eligible and represented at the 2025 annual meeting?

On the record date, 1,632,386 common shares were outstanding and entitled to vote. At the meeting, 932,621.51 shares, representing approximately 57.13% of the total outstanding shares, were present in person or by proxy, establishing a quorum.

Which directors were elected at Fly-E Group Inc.’s 2025 annual meeting?

Shareholders elected Lisa Fan, Leqi Dong, Dongperez Hua, and Chun Min (Max) Lin to the Board. Each will serve until the 2026 annual meeting and until a successor is duly elected and qualified, or earlier death, resignation, or removal.

Which auditor did Fly-E Group (FLYE) shareholders ratify for the fiscal year ended March 31, 2026?

Shareholders ratified Fortune CPA, Inc. as the independent registered public accounting firm. This firm is engaged to audit Fly-E Group Inc.’s consolidated financial statements for the fiscal year ended March 31, 2026, based on the proposal approved at the meeting.

What were the vote results on Fly-E Group’s reverse stock split proposal?

The reverse stock split proposal received 917,455.31 votes for, 14,891.70 votes against, and 274.50 abstentions. These results provided sufficient approval for the Board to implement a reverse split within the authorized 1-for-5 to 1-for-100 range.

Did Fly-E Group Inc. (FLYE) shareholders approve the auditor ratification proposal?

Yes. The auditor ratification proposal received 930,191.66 votes for, 577.70 votes against, and 1,852.15 abstentions. This vote ratified Fortune CPA, Inc. as Fly-E Group’s independent registered public accounting firm for the fiscal year ended March 31, 2026.

Filing Exhibits & Attachments

3 documents

Other Documents