Fly-E Group, Inc 8-K, filed Jul 2, 2025
Fly-E Group, Inc. (FLYE)
About this 8-K
Fly-E Group, Inc filed this 8-K on July 2, 2025.
Items reported
- Item 3.03: Change to shareholders' rights
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
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Item 3.03 Material Modification to Rights of Security Holders.
To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On March 10, 2025, Fly-E Group, Inc. (the “Company”) held a special meeting of stockholders (the “Special Meeting”). At the Special Meeting, the stockholders approved a proposal to amend the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to effect a reverse stock split of the Company’s issued and outstanding shares of common stock, par value $0.01 per share, by a ratio in the range of 1-for-2 to 1-for-15, 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 June 16, 2025, the Board approved a one-for-five (1:5) reverse stock split of the Company’s issued and outstanding shares of common stock (the “Reverse Stock Split”). On July 2, 2025, the Company filed with the Secretary of State of the State of Delaware the Second Certificate of Amendment to its Certificate of Incorporation (the “Certificate of Amendment”) to effect the Reverse Stock Split. The Reverse Stock Split will become effective as of 5:00 p.m., Eastern Time, on July 3, 2025, and the Company’s common stock will begin trading on the Nasdaq Stock Market on a split-adjusted basis when the market opens on July 7, 2025.
Upon effectiveness of the Reverse Stock Split, every five (5) shares of the Company’s issued and outstanding common stock will automatically be converted into one share of common stock, without any change in the par value per share. In addition, (i) a proportionate adjustment will be made to the per share exercise price and the number of shares issuable upon the exercise of all outstanding warrants to purchase shares of common stock, and (ii) the number of shares reserved for issuance pursuant to the Company’s stock incentive plan will also be reduced proportionately. Any fraction of a share of common stock that would be created as a result of the Reverse Stock Split will be rounded up to the nearest whole share.
The Company’s common stock will continue to trade on the Nasdaq Capital Market under the symbol “FLYE.” The new CUSIP number for common stock following the Reverse Stock Split will be 343927208.
VStock Transfer, LLC, the Company’s transfer agent, will act as the exchange agent for the Reverse Stock Split.
For more information about the Reverse Stock Split, see the Company’s Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission on February 21, 2025 and mailed to the Company’s stockholders on or about February 21, 2025, the relevant portions of which are incorporated herein by reference. A copy of the Certificate of Amendment is attached as Exhibit 3.1 hereto and incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On July 2, 2025, the Company issued a press release announcing the Reverse Stock Split. The press release is furnished as Exhibit 99.1 and incorporated by reference herein.
The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished, shall not be deemed “filed” for any purpose, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as expressly set forth by specific reference in such a filing.
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Item 9.01 Financial Statements and Exhibits.
(d) The following exhibits are being filed herewith:
| Exhibit No. | Description | |
| 3.1 | The Second Certificate of Amendment to the Amended and Restated Certificate of Incorporation of FLY-E Group Inc. | |
| 99.1 | Press Release dated July 2, 2025, announcing the Reverse Stock Split. | |
| 104 | Cover Page Interactive Data File (embedded within Inline XBRL document). |
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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: July 2, 2025 | By: | /s/ Zhou Ou |
| Name: | Zhou Ou | |
| Title: | Chief Executive Officer | |
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Exhibit 3.1
SECOND CERTIFICATE OF AMENDMENT
OF
AMENDED AND RESTATED CERTIFICATE OF 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: 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 “Amended and Restated Certificate of Incorporation”). 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”).
Third: This Second Certificate of Amendment (the “Certificate of Amendment”) amends the Amended and Restated Certificate of Incorporation of the Corporation, as amended by the First Amendment, by adding the following to the end of Section 1 of Article IV.
“That, upon the Effective Time (as hereinafter defined in the Certificate of Amendment), each five 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 Stock Split”), 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 February 10, 2025 and June 16, 2025 and the stockholders at a meeting of stockholders on March 10, 2025, at which the necessary number of shares were voted in favor of the 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 July 3, 2025 at 5:00 p.m. 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 day of July 2, 2025.
| FLY-E GROUP, INC. | ||
| By: | /s/ Zhou Ou | |
| Name: | Zhou Ou | |
| Title: | Chief Executive Officer | |
[Signature Page to Second Certificate of Amendment to Amended and Restated Certificate of Incorporation of Fly-E Group, Inc.]
Exhibit 99.1
Fly-E Group, Inc. Announces 1-for-5 Reverse Stock Split Effective July 7, 2025
NEW YORK, July 2, 2025 – Fly-E Group, Inc. (Nasdaq: FLYE) (“Fly-E” or the “Company”), an electric vehicle company engaged in designing, installing, selling, and renting smart electric motorcycles, electric bikes, and electric scooters, today announced it will effect a reverse stock split of its issued and outstanding shares of common stock, par value $0.01 per share (the “Common Stock”) on a one-for-five basis (the “Reverse Stock Split”). The Company’s Common Stock will begin trading on a post-split basis when the market opens on July 7, 2025. The Company’s Common Stock will continue to trade on the Nasdaq Capital Market (“Nasdaq”) under the symbol “FLYE” under a new CUSIP number 343927208.
The Reverse Stock Split has been approved by the Company’s stockholders and the Company’s Board of Directors.
As a result of the Reverse Stock Split, without any action on the part of the holders, each five (5) pre-split shares of Common Stock of the Company will be automatically combined into one (1) share of Common Stock, without any change in the par value per share. In addition, (i) a proportionate adjustment will be made to the per share exercise price and the number of shares issuable upon the exercise of all outstanding warrants to purchase shares of Common Stock, and (ii) the number of shares reserved for issuance pursuant to the Company’s equity incentive plans will also be reduced proportionately. Any fraction of a share of Common Stock that would be created as a result of the Reverse Stock Split will be rounded up to the nearest whole share.
The Company’s issued and outstanding shares of Common Stock will be reduced from 53,183,053 to approximately 10,636,611. The Reverse Stock Split is intended to increase the market price per share of the Company’s Common Stock to maintain its Nasdaq listing as well as to allow the Company to better attract certain institutional and other investors.
The Company’s transfer agent, VStock Transfer, LLC, will act as the exchange agent. Adjustments made to the Common Stock represented by physical stock certificates can be made upon surrender of the certificate to the transfer agent. Please contact VStock Transfer, LLC for further information at (212) 828-8436.
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 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, 2024, filed with the SEC on June 28, 2024. 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