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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): February 27, 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
February 27, 2026, Fly-E Group, Inc. (the “Company”) received a written notice (the “Notice”) from
the listing qualifications staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying
the Company that it currently does not satisfy Listing Rule 5250(c)(1), as a result of not having timely filed with the U.S. Securities
and Exchange Commission (the “Commission”) its Form 10-Q for the period ended December 31, 2025 (the “Form
10-Q”).
The
Notice is 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 Company has 60 calendar
days from the date of the Notice, or until April 28, 2026, to submit to Nasdaq a plan to regain compliance with the Nasdaq Listing
Rule 5250(c)(1). 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 due date of the filing of the Form 10-Q, or until August 24, 2026, to regain compliance. If the Company does not regain
compliance within the allotted compliance periods, including any extensions that may be granted by Nasdaq, Nasdaq will provide notice
that the Company’s common stock will be subject to delisting. The Company would then be entitled to appeal that determination to
a Nasdaq hearings panel.
The Company’s objective
is to regain compliance with the listing requirement, and the Company currently intends to file the Form 10-Q with the Commission as soon
as it completes the preparation and review of its financial statements for the period ended December 31, 2025.
On
March 5, 2026, the Company issued a press release announcing its receipt of the Notice from Nasdaq. A copy of the press release is attached
hereto as Exhibit 99.1 and is incorporated by reference herein.
Item 8.01 Other Events.
SEC Investigation
On January 21, 2026, the Company was notified by the Commission that it has initiated an investigation involving the Company. The Company
has not been provided with substantive details regarding the investigation, and is fully cooperating with the investigation. No determination
has been made by the Commission regarding any wrongdoing by or liability of the Company.
Item 9.01. Financial
Statements and Exhibits.
(c) Exhibits:
| Exhibit No. |
|
Description |
| 99.1 |
|
Press release dated March 5, 2026 |
| 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: March 5, 2026 |
By: |
/s/ Zhou Ou |
| |
Name: |
Zhou Ou |
| |
Title: |
Chief Executive Officer |
2
Exhibit 99.1
Fly-E Group, Inc. Announces Receipt of Delinquency
Notice from Nasdaq Regarding Delayed Form 10-Q
NEW YORK, March 5, 2026 (GLOBE NEWSWIRE) -- Fly-E
Group, Inc. (NASDAQ: FLYE, the “Company”), an electric vehicle company engaged in designing, installing, selling and renting
smart electric motorcycles, electric bikes, and electric scooters, announced today that on February 27, 2026, the Company received a written
notice (the “Notice”) from the Listing Qualifications staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”),
notifying the Company that it currently does not satisfy Listing Rule 5250(c)(1), as a result of not having timely filed with the U.S.
Securities and Exchange Commission (the “Commission”) its Form 10-Q for the period ended December 31, 2025 (the “Form
10-Q”).
The Notice is 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 Company has 60 calendar days from the date
of the Notice, or until April 28, 2026, to submit to Nasdaq a plan to regain compliance with the Nasdaq Listing Rule 5250(c)(1). 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 due date
of the filing of the Form 10-Q, or until August 24, 2026, to regain compliance. If the Company does not regain compliance within the allotted
compliance periods, including any extensions that may be granted by Nasdaq, Nasdaq will provide notice that the Company’s common
stock will be subject to delisting. The Company would then be entitled to appeal that determination to a Nasdaq hearings panel.
The Company’s objective is to regain compliance
with the listing requirement, and the Company currently intends to file the Form 10-Q with the Commission as soon as it completes the
preparation and review of its financial statements for the period ended December 31, 2025.
About Fly-E Group, Inc.
Fly-E Group, Inc. is an electric vehicle company
that is principally engaged in designing, installing, selling, and renting smart electric motorcycles, electric bikes and electric scooters
under the brand “Fly E-Bike.” The Company’s commitment is to encourage people to incorporate eco-friendly transportation into
their active lifestyles, ultimately contributing towards building a more environmentally friendly future. For more information, please
visit the Company’s website: https://investors.flyebike.com.
Forward-Looking Statements
Certain statements in this announcement are forward-looking
statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current
expectations and projections about future events that the Company believes may affect its financial condition, results of operations,
business strategy and financial needs. Investors can find many (but not all) of these statements by the use of words such as “approximates,”
“believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,”
“plans,” “will,” “would,” “should,” “could,” “may” or other similar expressions.
Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you
that such expectations will turn out to be correct. The Company cautions investors that actual results may differ materially from the
anticipated results, and that the forward-looking statements contained in this press release are subject to the risks set forth in the
Company’s filings with the Securities and Exchange Commission (the “SEC”), including the section under “Risk Factors”
of its most recent Annual Report on Form 10-K for the fiscal year ended March 31, 2025, filed with the SEC on July 15, 2025, as amended
by the Company’s subsequent filings, including updates to the Risk Factors. The Company undertakes no obligation to update or revise publicly
any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may
be required by law.
For investor and media inquiries, please contact:
Fly-E Group, Inc.
Investor Relations Department
Email: ir@flyebike.com
Ascent Investor Relations LLC
Tina Xiao
Phone: +1-646-932-7242
Email: investors@ascent-ir.com
