8-K
Fly-E Group, Inc. (FLYE)
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UNITED STATES
SECURITIES AND EXCHANGECOMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section13 or 15(d) of the
Securities ExchangeAct of 1934
Date of Report (Dateof 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<br><br>of incorporation) | (Commission File Number) | (IRS Employer<br><br>Identification Number) |
| 136-40 39th Avenue , Suite 202<br><br> <br>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) |
1
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<br><br> <br>Chief Executive Officer |
2
Exhibit 3.1
CERTIFICATE OF AMENDMENT OF
AMENDED AND RESTATED CERTIFICATEOF INCORPORATION OF
FLY-E GROUP, INC.
Fly-E Group, Inc., a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “Corporation’’), does hereby certify that:
First: That the name of this Corporation is Fly-E Group, Inc.
Second: That, the certificate of incorporation of the Corporation was originally filed with the Delaware Secretary of State on November 1, 2022. The amended and restated certificate of incorporation of the Corporation was filed with the Delaware Secretary of State on June 7, 2024. The certificate of amendment of amended and restated certificate of incorporation of the Corporation was filed with the Delaware Secretary of State on March 10, 2025 (the “First Amendment”). The second certificate of amendment of amended and restated certificate of incorporation of the Corporation was filed with the Delaware Secretary of State on July 3, 2025 (the “Second Amendment’’).
Third: That, upon the Effective Time (as hereinafter defined) of this Third Certificate of Amendment (the **“Certificate of Amendment”),**each twenty (20) shares of the common stock of the Corporation, par value $0.01 per share, issued and outstanding immediately prior to the date and time of the Effective Time shall be automatically combined into one share of common stock (the “Reverse StockSplit’’), without any further action by the holder thereof, subject to the treatment of fractional shares as described below. Fractional shares will not be issued; any such fractional shares that will result from the Reverse Stock Split will be rounded up to the nearest whole number following the Effective Time. No stockholders will receive cash in lieu of fractional shares.
Fourth: That, this Certificate of Amendment was duly approved by the Corporation’s Board of Directors on August 26,2025 and the stockholders at a meeting of stockholders on October 13, 2025, at which the necessary number of shares were voted in favor of the proposed amendment, in accordance with Section 242 of the General Corporation Law of the State of Delaware.
Fifth: This Certificate of Amendment shall become effective as of November 4, 2025 at 9:00AM Eastern Time (the “Effective Time”).
[Signature Page Follows]
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed by its duly authorized officer on this 24^th^ day of October, 2025.
| FLY-E GROUP, INC. | |
|---|---|
| By: | /s/ Zhou Ou |
| Name: | Zhou Ou |
| Title: | Chief Executive Officer |
| State of Delaware<br><br> Secretary of State <br><br>Division of Corporations | |
| --- | |
| Delivered 12:30 PM 10/27/2025 | |
| FILED 12:30PM10/27/2025 | |
| SR 20254377842 - File Number 7114676 |