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2025-10-27
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iso4217:USD
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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): October 27, 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 3.03 Material Modifications to Rights of Security Holders.
On October 13, 2025, the shareholders of Fly-E
Group, Inc. (the “Company”) approved at its special meeting of shareholders an amendment to 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-2
to 1-for-20, with such ratio to be determined in the discretion of the board of directors of the Company (the “Board”) and
with such action to be effected at such time and date, if at all, as determined by the Board within one year after the conclusion of the
special meeting. On October 24, 2025, the Board fixed the reverse stock split ratio at 20-to-1.
On October 27, 2025, the Company filed a Certificate
of Amendment to its Amended and Restated Certificate of Incorporation with the Secretary of State of Delaware (the “Certificate
of Amendment”), which effects the Reverse Stock Split at a ratio of 20-to-1, and such Certificate of Amendment will become effective
as of 9:00 a.m. ET on November 4, 2025 (the “Effective Time”).
As a result of the Reverse Stock Split, every
twenty shares of Common Stock will be combined into one share of Common Stock and the total number of issued and outstanding ordinary
shares will be reduced from 32,647,030 shares to 1,632,352 shares. Shareholders who otherwise would be entitled to receive fractional
shares because they held a number of shares not evenly divisible by the ratio of the Reverse Stock Split will automatically be entitled
to receive the number of shares rounded up to the nearest whole number.
Trading of the Company’s common stock on
The Nasdaq Capital Market on a split-adjusted basis is expected to begin on November 4, 2025. The Company’s new Common Stock will
continue to be traded under the symbol FLYE. A new CUSIP number has been issued for the Company’s new common stock (343927307) to
replace the old CUSIP number (343927208). The Company’s shareholders should not send their share certificates to the Company. Shareholders
will be notified by the Company’s transfer agent, VStock Transfer LLC, regarding the process for exchanging existing share certificates
representing pre-split shares.
The above description of the Certificate of Amendment
and the Reverse Stock Split is qualified in its entirety by reference to the Certificate of Amendment, a copy of which is attached hereto
as Exhibit 3.1.
Item 5.03 Amendments to Articles of Incorporation or Bylaws.
The description of the Certificate of Amendment
and the Reverse Stock Split set forth in Item 3.03 of this Current Report is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| 3.1 |
|
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Fly-E Group, Inc. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements
of the Securities 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: October 31, 2025 |
/s/ Zhou Ou |
| |
Zhou Ou
Chief Executive Officer |
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