Fly-E Group, Inc. SEC Filings

Fly-E Group reported that stockholders approved an amendment authorizing a reverse stock split of common stock in a range of 1-for-2 to 1-for-20. The board may choose the exact ratio and timing, with the action to be effected, if at all, within one year after the Special Meeting.

The Special Meeting, initially planned for September 15, 2025, was adjourned to October 13, 2025 to achieve a quorum, and the record date was updated to October 2, 2025. Voting results: 17,313,674 for, 187,237 against, 4 abstain, and 0 broker non-votes. The company’s common stock trades on Nasdaq under the symbol FLYE.

Fly-E Group, Inc. entered into a Securities Purchase Agreement with certain non-U.S. investors to raise $11,000,000 through a private stock sale. The company agreed to sell up to 13,750,000 shares of common stock at $0.80 per share in an offering conducted under Regulation S, meaning the shares are exempt from U.S. registration requirements. The agreement includes customary representations about the investors’ non-U.S. status, the absence of undisclosed material adverse effects, and the lack of legal proceedings that would block the deal. Fly-E plans to use the net proceeds primarily for working capital and other general corporate purposes.

Fly-E Group, Inc. filed an Form 8-K reporting two agreements dated September 17, 2025: a Director Offer Letter with Leqi Dong and an Employment Letter with Lisa Fan. The filing lists these agreements as exhibits and is signed by CEO Zhou Ou on September 19, 2025. The document provides the existence and dates of the director and employment arrangements but includes no substantive terms, compensation, or effective dates beyond the exhibit references.

Fly-E Group, Inc. postponed its special shareholder meeting originally set for September 15, 2025 because too few shares were represented to reach a quorum. The meeting has been rescheduled as a virtual-only session on October 10, 2025 at 10:00 a.m. Eastern Time.

Shareholders of record as of September 30, 2025 are entitled to vote. They are being asked to approve a reverse stock split of the company’s common stock at a ratio between 1-for-2 and 1-for-20, to be implemented within one year at the board’s discretion, and to approve the option to further adjourn the meeting if needed. The board is urging votes in favor of both items.

Fly-E Group, Inc. presents portions of a definitive proxy statement addressing a Special Meeting and corporate governance actions. The filing sets voting methods and deadlines: mail, virtual attendance, phone or Internet voting with cutoff times on September 14, 2025. The company discusses a proposed Reverse Split and states that outstanding warrants and convertible notes will be proportionately adjusted, with exercises rounded up to whole shares and conversion rates/prices adjusted by the Reverse Split ratio. The filing notes potential consequences of a low stock price, including reduced investor interest, higher relative transaction costs, and possible Nasdaq delisting risk affecting capital access. Beneficial ownership figures and percentage stakes are shown for certain holders and insiders. The document is signed by Zhou Ou, Chief Executive Officer and Chairman.

Fly-E Group, Inc. reported several leadership changes. On August 20, 2025, Chief Financial Officer Shiwen Feng resigned from her position, and the company stated her resignation was not due to any disagreement over accounting, operations, policies, or practices. Effective August 26, 2025, the Board appointed Chief Executive Officer Zhou Ou to also serve as interim CFO while a search is conducted for a permanent finance chief.

The company also disclosed that on August 21, 2025, independent directors Lun Feng and Zanfeng Zhang resigned from the Board. Both served on the Audit, Compensation, and Nominating and Corporate Governance Committees, and each chaired one of the latter two committees. The company stated that their resignations were not due to disagreements with the company. The Board plans to keep these two independent director seats temporarily vacant while it conducts a search, and the company says it will act promptly to remain compliant with Nasdaq listing and other applicable rules.

Fly-E Group, Inc. preliminarily solicits shareholder approval for corporate actions described in a Pre-14A proxy, including a proposed Reverse Split and related amendments to its amended and restated certificate of incorporation. The filing details voting methods and deadlines: mailed proxies must be delivered before 4:00 p.m. Eastern Time on September 14, 2025, while phone/Internet votes must be received by 11:59 p.m. Eastern Time on September 14, 2025. The company explains that, if approved, outstanding warrants and convertible notes will be adjusted proportionately to the Reverse Split ratio (including rounding up shares and proportionate exercise price/conversion changes), and stockholders should not recognize gain or loss because aggregate tax basis and holding periods carry through the Reverse Split. The document lists share counts and ownership percentages for certain holders and notes risks related to low stock price, volatility, transaction costs, and potential Nasdaq delisting impact on access to capital.

Fly-E Group, Inc. reported a quarterly net loss of approximately $2.0 million for the three months ended June 30, 2025, and used about $5.3 million in net cash from operating activities during the quarter. The company had working capital of approximately $6.0 million and cash of approximately $2.3 million as of June 30, 2025, but management disclosed substantial doubt about the company's ability to continue as a going concern. The company completed a registered direct offering on June 2, 2025, raising net proceeds of approximately $6.24 million and earlier received net IPO proceeds of about $9.2 million. Current contractual obligations include about $9.3 million. Management intends to seek additional equity or debt financing and related-party support, but stated there is no assurance additional funding will be available.

Fly-E Group, Inc. filed a late-filing notice stating it cannot submit its Form 10-Q for the quarter ended June 30, 2025 on time without unreasonable effort or expense, and it expects to file within five calendar days of the original due date. The company preliminarily reports that net revenues for the three months ended June 30, 2025 decreased by 32.3% to $5.3 million, compared with $7.9 million a year earlier. Units sold fell by 6,432, from 16,880 to 10,448, and the average sales price per electric vehicle declined by $93, from $1,053 to $960. Management attributes these declines mainly to lithium-battery explosion incidents involving E-Bikes and E-Scooters in New York that have pushed customers toward oil-powered vehicles, as well as closures and dispositions of its retail stores. The company notes that these preliminary figures are still under review and may change in the Form 10-Q.