FLYE Seeks Reverse Stock Split to Avoid Nasdaq Delisting

TL;DR

**FLYE's reverse split is a desperate, but necessary, move to stay listed on Nasdaq; expect short-term volatility but long-term stability if successful.**

AI Summary

Fly-E Group, Inc. (FLYE) is seeking stockholder approval for a reverse stock split of its common stock, with a ratio ranging from 1-for-2 to 1-for-20, to be determined by the board of directors within one year after the September 15, 2025 Special Meeting. The primary objective of this reverse split is to increase the per-share market price of FLYE's common stock to comply with Nasdaq Listing Rule 5550(a)(2), which mandates a minimum closing bid price of $1.00 per share. The company's board unanimously recommends voting FOR this proposal, aiming to mitigate the risk of delisting from The Nasdaq Capital Market. Delisting could negatively impact the liquidity and marketability of FLYE's common stock, potentially forcing it onto less efficient markets like the OTC Markets. The board also seeks approval for an adjournment proposal, if necessary, to secure sufficient votes for the reverse split. As of the August 27, 2025 record date, 18,897,030 shares of common stock were outstanding and entitled to vote.

Why It Matters

This proposed reverse stock split is a critical move for Fly-E Group, Inc. to maintain its listing on The Nasdaq Capital Market, directly impacting investor confidence and the stock's liquidity. Delisting would relegate FLYE to less transparent and efficient markets, potentially reducing its appeal to institutional investors and making it harder for existing shareholders to trade their shares. For employees, continued Nasdaq listing can signal stability and growth potential, while customers might perceive a delisted company as less reputable. In a competitive landscape, maintaining a major exchange listing is crucial for credibility and access to capital, differentiating FLYE from smaller, unlisted rivals.

Risk Assessment

Risk Level: medium — The risk level is medium because while the reverse split aims to prevent delisting, there's no guarantee it will sustainably increase the stock price or improve marketability. The filing explicitly states, 'we cannot assure you that the Reverse Split will increase the per share price of our common stock or that any such increase will be proportional to the Reverse Split ratio.' This uncertainty, coupled with the potential for delisting if the split fails, presents a tangible risk to investors.

Analyst Insight

Investors should vote FOR the Reverse Split Proposal to support the company's efforts to maintain its Nasdaq listing, which is crucial for liquidity and marketability. However, they should also monitor the stock's performance post-split closely, as there's no guarantee of a sustained price increase. Consider this a defensive move rather than a growth catalyst.

Key Numbers

• $1.00 — Minimum bid price requirement (Nasdaq Listing Rule 5550(a)(2) to avoid delisting)
• 1-for-2 to 1-for-20 — Reverse stock split ratio range (Discretionary range for the board of directors)
• 18,897,030 — Shares of common stock outstanding (As of the August 27, 2025 Record Date, entitled to vote)
• 9,448,515 — Shares required for quorum (Majority of outstanding shares for the Special Meeting)
• September 15, 2025 — Date of Special Meeting (When stockholders will vote on the reverse split)
• August 27, 2025 — Record Date (Determines stockholders eligible to vote at the Special Meeting)
• One year — Timeframe for board to effect split (After the conclusion of the Special Meeting)

Key Players & Entities

• Fly-E Group, Inc. (company) — Registrant seeking reverse stock split approval
• Nasdaq Capital Market (regulator) — Exchange with $1.00 minimum bid price rule
• Zhou Ou (person) — Chief Executive Officer and Chairman of Fly-E Group, Inc.
• VStock Transfer, LLC (company) — Transfer agent for Fly-E Group, Inc.
• Securities and Exchange Commission (regulator) — Regulator for proxy statement rules
• State of Delaware (regulator) — State where company's charter is amended
• New York Stock Exchange (regulator) — Rules applicable to Nasdaq-listed companies for broker voting

FAQ

Risk Factors

• Risk of Nasdaq Delisting [high — regulatory]: The company's common stock is at risk of being delisted from The Nasdaq Capital Market due to failure to meet the minimum bid price requirement of $1.00 per share, as mandated by Nasdaq Listing Rule 5550(a)(2). A reverse stock split is proposed to increase the per-share price and regain compliance. Delisting could negatively impact stock liquidity and marketability.
• Reduced Stock Liquidity and Marketability [medium — market]: Failure to comply with Nasdaq's minimum bid price requirement could lead to delisting, forcing the company's stock onto less efficient markets like the OTC Markets. This would likely reduce trading volume, increase bid-ask spreads, and make it harder for investors to buy or sell shares, negatively impacting overall marketability.
• Dependence on Board Discretion for Reverse Split [low — operational]: The board of directors has the discretion to determine the specific ratio of the reverse stock split (ranging from 1-for-2 to 1-for-20) and the timing of its implementation, up to one year after the special meeting. This introduces uncertainty for shareholders regarding the exact impact on their share count and per-share price.

Industry Context

Fly-E Group operates within a competitive landscape, likely in a sector sensitive to regulatory compliance and market perception. Companies in similar positions often face pressure to maintain stock price levels to remain listed on major exchanges. The need for a reverse stock split suggests the company may be experiencing challenges in market valuation or investor confidence, common in early-stage or turnaround situations.

Regulatory Implications

The primary regulatory implication is the need to comply with Nasdaq Listing Rule 5550(a)(2) regarding minimum bid price. Failure to do so risks delisting, which carries significant consequences for the company's visibility and access to capital markets. The proposed reverse split is a direct response to this regulatory pressure.

What Investors Should Do

1. Vote FOR the Reverse Split Proposal
2. Vote FOR the Adjournment Proposal
3. Review proxy materials carefully

Key Dates

• 2025-09-15: Special Meeting of Stockholders — Stockholders will vote on the proposed reverse stock split and adjournment proposal. The meeting will be held virtually.
• 2025-08-27: Record Date — Determines which stockholders are entitled to vote at the Special Meeting. 18,897,030 shares were outstanding on this date.
• 2025-09-05: Anticipated mailing date of proxy materials — Stockholders will receive the proxy statement and card to review and vote on the proposals.
• 2026-09-15: Deadline for Board to effect reverse split — The board has one year from the Special Meeting to implement the reverse stock split, if they choose to do so.

Glossary

Reverse Stock Split

A corporate action where a company reduces the number of its outstanding shares by consolidating existing shares into fewer, proportionally more valuable shares. This is often done to increase the per-share price. (The primary proposal at the Special Meeting, aimed at increasing FLYE's stock price to meet Nasdaq requirements.)

DEF 14A

A Definitive Proxy Statement filed with the SEC by a company, providing shareholders with information about matters to be voted on at a shareholder meeting. (This document contains the details of the proposed reverse stock split and other proposals for shareholder approval.)

Nasdaq Listing Rule 5550(a)(2)

A rule set by Nasdaq that requires listed companies to maintain a minimum closing bid price of $1.00 per share. (The company is seeking to comply with this rule through the proposed reverse stock split to avoid delisting.)

Record Date

A specific date set by a company to determine which shareholders are eligible to receive dividends, vote on corporate matters, or receive other distributions. (August 27, 2025, is the record date for determining who can vote at the Special Meeting.)

Adjournment Proposal

A proposal that allows a meeting to be postponed to a later date, typically to allow more time for proxy solicitation or to gather sufficient votes for other proposals. (This proposal is included to ensure the company can secure enough votes for the reverse stock split if initial voting is insufficient.)

Virtual Meeting

A meeting conducted online, allowing participants to attend, vote, and ask questions remotely via the internet. (The Special Meeting will be held virtually, allowing broader participation from shareholders regardless of location.)

Year-Over-Year Comparison

This filing is a proxy statement for a special meeting and does not contain comparative financial data from a previous annual filing. The key focus is on an upcoming vote for a reverse stock split, driven by the need to comply with Nasdaq's minimum bid price rule. Information regarding revenue, net income, margins, or debt levels from prior periods is not detailed in this specific document.

Key Financial Figures

• $1.00 — price that is greater than or equal to $1.00 per share. Our Board believes that eff

Filing Documents

• ea0256062-def14a_flyegroup.htm (DEF 14A) — 148KB
• image_001.jpg (GRAPHIC) — 14KB
• proxy_001.jpg (GRAPHIC) — 451KB
• proxy_002.jpg (GRAPHIC) — 352KB
• 0001213900-25-084978.txt ( ) — 1274KB

From the Filing

DEF 14A 1 ea0256062-def14a_flyegroup.htm DEFINITIVE PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to §240.14a-12 Fly-E Group, Inc. (Name of Registrant as Specified in its Charter) N/A (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. FLY-E GROUP, INC. 136-40 39 th Avenue Flushing, New York 11354 NOTICE OF SPECIAL MEETING OF STOCKHOLDERS To Be Held on September 15, 2025 TO THE STOCKHOLDERS OF FLY-E GROUP, INC.: Dear Stockholders: You are invited to attend a special meeting of stockholders (the “Special Meeting”) of Fly-E Group, Inc. (the “Company,” “we,” “us,” or “our”), which will be held on September 15, 2025 at 10:00 a.m., Eastern Time, 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). Stockholders of record of the Company’s common stock at the close of business on August 27, 2025 are entitled to notice of, and to vote at, the Special Meeting or any adjournment or postponement thereof. Your attention is directed to the proxy statement accompanying this notice for a more complete statement of matters to be considered at the Special Meeting. The Special Meeting will be held as a virtual meeting via live webcast on the Internet on September 15, 2025, at 10:00 a.m. Eastern Time. Because the 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 Special 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 Special Meeting on the meeting website. It is anticipated that the accompanying proxy statement and the enclosed proxy card will first be mailed on or about September 5, 2025 to stockholders entitled to vote as of the close of business on August 27, 2025. These proxy materials contain instructions on how to access this proxy statement online at: www.proxyvote.com , and how to submit your proxy to vote via the internet, telephone and/or mail. Whether or not you plan to participate in this Special Meeting, virtually, your vote is very important and we encourage you to vote promptly. After reading the accompanying proxy statement, please promptly mark, sign and date the enclosed proxy card and return it by following the instructions on the proxy card or voting instruction card or vote by telephone or by Internet. If you attend the Special Meeting, virtually, you will have the right to revoke the proxy and vote your shares. If you hold your shares through an account with a brokerage firm, bank, or other nominee, please follow the instructions you receive from your brokerage firm, bank, or other nominee to vote your shares. By Order of the Board of Directors, /s/ Zhou Ou Zhou Ou Chief Executive Officer and Chairman Dated: September 5, 2025 FLY-E GROUP, INC. 136-40 39 th Avenue Flushing, New York 11354 PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS To Be Held September 15, 2025 Fly-E Group, Inc., a Delaware corporation (the “Company,” “we,” “us,” or “our”) is soliciting proxies on behalf of the board of director

View Full Filing

View this DEF 14A filing on SEC EDGAR