Fly-E Group Files 8-K on Equity Sales & Shareholder Votes

TL;DR

Fly-E Group filed an 8-K for equity sales and shareholder votes. Watch for dilution.

AI Summary

On September 30, 2025, Fly-E Group, Inc. filed an 8-K report detailing unregistered sales of equity securities and the submission of matters to a vote of security holders. The company, incorporated in Delaware with its principal executive offices in Queens, New York, reported this information on October 1, 2025.

Why It Matters

This filing indicates potential equity dilution or changes in shareholder control, which could impact the stock price and investor confidence.

Risk Assessment

Risk Level: medium — Unregistered sales of equity securities can signal financial distress or dilutive financing, while shareholder votes can indicate significant corporate governance changes.

Key Numbers

• 001-42122 — SEC File Number (Identifies the company's filing history with the SEC.)
• 92-0981080 — IRS Employer Identification Number (Unique identifier for tax purposes.)

Key Players & Entities

• Fly-E Group, Inc. (company) — Registrant
• September 30, 2025 (date) — Date of earliest event reported
• October 1, 2025 (date) — Date of report
• Delaware (jurisdiction) — State of incorporation
• Queens, New York (location) — Principal executive offices

FAQ

Key Financial Figures

• $0.01 — nge on which registered Common stock, $0.01 par value per share FLYE The Nasdaq
• $0.80 — the " Shares "), at a purchase price of $0.80 each Share (the " Offering "). The clo
• $11 m — hares in exchange for gross proceeds of $11 million, before the deduction of customar

Filing Documents

• ea0259824-8k_fly.htm (8-K) — 31KB
• 0001213900-25-094777.txt ( ) — 195KB
• flye-20250930.xsd (EX-101.SCH) — 3KB
• flye-20250930_lab.xml (EX-101.LAB) — 33KB
• flye-20250930_pre.xml (EX-101.PRE) — 22KB
• ea0259824-8k_fly_htm.xml (XML) — 4KB

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. As previously reported on a Current Report on Form 8-K filed by Fly-E Group, Inc. (the " Company ") filed with the Securities and Exchange Commission on September 22, 2025, the Company and certain non-U.S. investors (the " Investors ") entered into a securities purchase agreement (the " SPA "). Pursuant to the SPA, the Company agreed to sell, and the Investors agreed to purchase, severally and not jointly, an aggregate of 13,750,000 shares of common stock of the Company, par value $0.01 per share (the " Shares "), at a purchase price of $0.80 each Share (the " Offering "). The closing of the Offering and sale of the Shares occurred on September 30, 2025 when all the closing conditions of the SPA have been satisfied. The Company issued the Shares in exchange for gross proceeds of $11 million, before the deduction of customary expenses. The Shares were issued in reliance on the exemption from registration provided by Regulation S under the Securities Act of 1933. Following the closing of the Offering, the Company has an aggregate of 32,647,030 ordinary shares issued and outstanding as of the date of this report.

07. Submission

Item 5.07. Submission of Matters to a Vote of Security Holders. The Company's Special Meeting of Stockholders was scheduled to be held as a virtual meeting via live webcast on the Internet on October 3, 2025, at 10:00 a.m. Eastern Time (the " Special Meeting "). However, due to an insufficient amount of shares of the Company's common stock entitled to vote at the Special Meeting, the Company anticipates that it will be unable to achieve a quorum and, therefore, intends to adjourn the Special Meeting to October 13, 2025, at 10:00 a.m. Eastern Time via live webcast on the Internet (the " Adjourned Meeting "). 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 Adjourned 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

SIGNATURES

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: October 1, 2025 By: /s/ Zhou Ou Name: Zhou Ou Title: Chief Executive Officer 2

View Full Filing

View this 8-K filing on SEC EDGAR