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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 15, 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 5.07. Submission
of Matters to a Vote of Security Holders.
Fly-E Group, Inc.’s
(“FLYE” or the “Company”) Special Meeting of Stockholders was scheduled to be held as a virtual meeting via live
webcast on the Internet on September 15, 2025, at 10:00 a.m. Eastern Time (the “Meeting”).
However, due to an insufficient
amount of shares of the Company’s stock entitled to voted at the Meeting, the Company was unable to achieve a quorum and, therefore,
had to adjourn the meeting. At the Meeting, in accordance with its Bylaws and the General Corporation Law of the State of Delaware, the
Company announced that the Meeting would be held via live webcast on the Internet at a later date and time (the “Adjourned Meeting”)
to be determined by the Company’s board of directors (the “Board”).
You may attend the Adjourned
Meeting via live webcast on the Internet on October 10, 2025, at 10:00 a.m. Eastern Time. Because the Adjourned Meeting is completely virtual
and being conducted via the Internet, stockholders will not be able to attend the meeting in person. You will be able to attend the Adjourned
Meeting, vote, and submit your questions on the day of the meeting via the Internet by visiting www.virtualshareholdermeeting.com/FLYE2025SM3
and entering the control number included on your proxy card. The unique control number allows us to identify you as a stockholder and
will enable you to securely log on, vote and submit questions during the Adjourned Meeting on the meeting website.
The Company is holding
the meeting for the following purposes:
(1) To
approve an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Charter”) 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 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 Special Meeting;
(2) To
consider and vote upon a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation
and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve other
proposal(s).
Holders of record of
FLYE common stock at the close of business on September 30, 2025 (the “New Record Date”), are entitled to vote at the Adjourned
Meeting. The Board urges shareholders to vote “FOR” Item 1 and Item 2, and solicits your vote.
The date, time and location
of the Adjourned Meeting may be subject to further changes. The Company will promptly file an amendment to this Form 8-K should there
be any further changes.
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 19, 2025 |
By: |
/s/ Zhou Ou |
| |
Name: |
Zhou Ou |
| |
Title: |
Chief Executive Officer |
