UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 10, 2025
Fly-E Group, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-42122 | 92-0981080 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification Number) |
| 136-40 39th Avenue 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 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year
As more fully described below under Item 5.07, at the special meeting of stockholders of Fly-E Group, Inc. (the “Company”) held on March 10, 2025 (the “Special Meeting”), the stockholders of the Company approved certain amendments to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”). On March 10, 2025, the Company filed with the Secretary of State of the State of Delaware an amendment to the Certificate of Incorporation to increase the authorized shares of common stock of the Company from 100,000,000 shares to 300,000,000 shares and to classify the board of directors of the Company into three classes with staggered three-year terms (the “Amendment”).
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by the full text of the Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On March 10, 2025, the Company held the Special Meeting. The number of shares of common stock, par value $0.0001 per share, entitled to vote at the Special Meeting was 24,587,500 shares. The number of shares of common stock present or represented by valid proxy at the Special Meeting was 17,445,000 shares. At the Special Meeting, the Company’s stockholders (i) approved and adopted Fly-E Group, Inc. 2024 Omnibus Incentive Plan, as amended, (ii) approved an amendment to the Certificate of Incorporation to effect a reverse stock split of the Company’s issued and outstanding shares of common stock by a ratio in a 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 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 (the “Reverse Stock Split”), (iii) approved an amendment to the Certificate of Incorporation to increase the authorized shares of common stock of the Company from 100,000,000 shares to 300,000,000 shares, and (iv) approved an amendment to the Certificate of Incorporation to classify the board of directors of the Company into three classes with staggered three-year terms.
The following is a tabulation of the voting on the proposals presented at the Special Meeting:
Proposal No. 1 – The Incentive Plan Proposal
The Fly-E Group, Inc. 2024 Omnibus Incentive Plan, as amended, was approved. The voting results were as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||
| 17,058,641 | 363,196 | 23,171 | 0 |
Proposal No. 2 – The Reverse Split Proposal
The amendment to the Certificate of Incorporation to effect the Reverse Split was approved. The voting results were as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||
| 17,199,756 | 226,513 | 18,739 | 0 |
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Proposal No. 3 – The Authorized Shares Proposal
The amendment to the Certificate of Incorporation to increase in the authorized shares of common stock of the Company from 100,000,000 shares to 300,000,000 shares was approved. The voting results were as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||
| 17,157,091 | 278,421 | 9,496 | 0 |
Proposal No. 4 – The Classified Board Proposal
The amendment to the Certificate of Incorporation to classify the board of directors of the Company into three classes with staggered three-year terms was approved. The voting results were as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||
| 17,196,432 | 220,774 | 27,802 | 0 |
Item 9.01 Financial Statements and Exhibits.
(d) The following exhibits are being filed herewith:
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation, effective March 10, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the 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: March 14, 2025 | By: | /s/ Zhou Ou |
| Name: | Zhou Ou | |
| Title: | Chief Executive Officer | |
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Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
FLY-E GROUP, INC.
Fly-E Group, Inc. (the “Corporation”), a corporation duly organized and existing under the General Corporation Law of the State of Delaware, does hereby certify that:
First: The name of this Corporation is Fly-E Group, Inc.
Second: 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 “A&R Certificate of Incorporation”).
Third: Section 1 of Article IV of the A&R Certificate of Incorporation is hereby amended and replaced with the following:
“1. Total Authorized. The total number of shares of all classes of stock that the Corporation has authority to issue is 310,000,000 shares, consisting of two classes: 300,000,000 shares of common stock, $0.01 par value per share (the “Common Stock”), and 10,000,000 shares of preferred stock, $0.01 par value per share (the “Preferred Stock”).”
Fourth: Section 3 of Article VI of the A&R Certificate of Incorporation is hereby amended and replaced with the following:
“3. Classification and Term. Subject to the terms of any one or more series of Preferred Stock, and effective upon the Effective Time, the Board of Directors shall be divided into three classes: Class I, Class II and Class III. The number of directors in each class shall be as nearly equal as possible. The Board of Directors may assign members of the Board of Directors already in office to such classes as of the Effective Time. The directors in Class I shall be elected for a term expiring at the first annual meeting of stockholders after the Effective Time, the directors in Class II shall be elected for a term expiring at the second annual meeting of stockholders after the Effective Time, and the directors in Class III shall be elected for a term expiring at the third annual meeting of stockholders after the Effective Time. At each annual meeting of stockholders following such initial classification and election, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders after their election.”
Fifth: This Certificate of Amendment was duly approved by the Corporation’s Board of Directors on February 10, 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 proposed amendment, in accordance with Section 242 of the General Corporation Law of the State of Delaware.
Sixth: This Certificate of Amendment to the A&R Certificate of Incorporation of the Corporation shall become effective as of the filing of this Certificate of Amendment with the Secretary of State of Delaware (the “Effective Time”).
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed by its duly authorized officer on this 10th day of March, 2025.
| FLY-E GROUP, INC. | ||
| By: | /s/ Zhou Ou | |
| Name: | Zhou Ou | |
| Title: | Chief Executive Officer | |