Core Points - Fly-E Group, Inc. has regained compliance with Nasdaq's minimum bid price requirement as of July 22, 2025 [1][2] - The company's common stock maintained a closing bid price of $1.00 or more for 11 consecutive business days from July 7, 2025, to July 21, 2025 [2] - Fly-E Group is focused on designing, installing, selling, and renting smart electric motorcycles, electric bikes, and electric scooters under the brand "Fly E-Bike" [3] Company Overview - Fly-E Group, Inc. is an electric vehicle company committed to promoting eco-friendly transportation [3] - The company aims to contribute to a more environmentally friendly future through its products [3]

● Net revenues were $25.4 million in fiscal year 2025, compared to $32.2 million in fiscal year 2024. ● Gross profit was $10.5 million in fiscal year 2025, compared to $13.1 million in fiscal year 2024. ● Gross margin was 41.1% in fiscal year 2025, increased from 40.7% in fiscal year 2024. ● Net Loss was $5.3 million in fiscal year 2025, compared to net income of $1.9 million in fiscal year 2024. ● Basic and diluted losses per share were $1.10 in fiscal year 2025, compared to basic and diluted earnings per ...

Financial Performance - Fly-E Group, Inc. reported net revenues of $25.4 million for fiscal year 2025, a decrease of 21.0% from $32.2 million in fiscal year 2024, primarily due to a reduction in sales volume by 10,846 units [4][5] - Retail sales revenue was $21.7 million, down 17.7% from $26.4 million in fiscal year 2024, while wholesale revenue decreased by 39.3% to $3.5 million [5] - The company experienced a net loss of $5.3 million in fiscal year 2025, compared to a net income of $1.9 million in fiscal year 2024, with basic and diluted losses per share of $1.10 [8][12][11] Cost and Profitability - Cost of revenues decreased to $15.0 million, down 21.6% from $19.1 million in fiscal year 2024, attributed to favorable pricing from suppliers and reduced sales volume [6] - Gross profit was $10.5 million, a decrease of 20.3% from $13.1 million in fiscal year 2024, with a gross margin of 41.1%, slightly up from 40.7% in the previous year [9][8] Operating Expenses - Operating expenses increased by 52.5% to $15.0 million, driven by higher payroll, rent, professional fees, and product development costs [10] - Selling expenses rose to $7.4 million, while general and administrative expenses increased to $7.6 million, reflecting the company's expansion efforts and increased operational costs [15] Cash Flow and Financial Condition - As of March 31, 2025, the company had cash of $0.8 million, down from $1.4 million a year earlier, with net cash used in operating activities amounting to $10.1 million [14] - Net cash provided by financing activities was $12.5 million, compared to a slight outflow of $0.05 million in fiscal year 2024, indicating improved capital raising efforts [16] Strategic Outlook - The company aims to enhance product safety, expand geographic reach, and invest in digital platforms to improve customer experience, following a successful public offering in June 2025 [3] - Fly-E has diversified its product portfolio to over 100 models and is expanding its rental services, which are currently operational in major cities like New York, Toronto, and Los Angeles [3]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from___________ to___________ Commission file number 001-42122 | Fly-E Group, Inc. | | | --- | --- | | (Exact name of registrant as specified in its charter) | | | Delawar ...

Core Viewpoint - Fly-E Group, Inc. will implement a reverse stock split on a one-for-five basis to increase the market price per share and maintain its Nasdaq listing [1][4]. Group 1: Reverse Stock Split Details - The reverse stock split has been approved by the Company's stockholders and Board of Directors [2]. - Each five pre-split shares will automatically combine into one post-split share, with no change in par value [3]. - The number of issued and outstanding shares will decrease from 53,183,053 to approximately 10,636,611 [4]. Group 2: Purpose and Impact - The reverse stock split aims to increase the market price per share to attract institutional and other investors [4]. - Adjustments will be made to the exercise price and the number of shares issuable upon the exercise of outstanding warrants [3].

Group 1 - American Trust Investment Services, Inc. (ATIS) is acting as the exclusive placement agent for Fly-E Group Inc. in its follow-on public offering [1][5] - The offering includes 28,595,553 shares of common stock and 57,191,106 warrants, with a public offering price of $0.2428 per share, aiming for gross proceeds of approximately $6.94 million [2] - Fly-E Group Inc. specializes in electric vehicles, focusing on smart electric motorcycles, e-bikes, scooters, and related accessories, and operates over 30 retail stores in the U.S. [3] Group 2 - The net proceeds from the offering will be allocated for inventory purchases, vehicle production, and general corporate purposes [4] - ATIS emphasizes its commitment to supporting high-growth companies like Fly-E, aiming to enhance their market leadership in sustainable mobility [5] - ATIS is recognized for providing tailored capital markets solutions and has a strong track record in guiding businesses through complex financial transactions [6]

Core Viewpoint - Fly-E Group, Inc. has successfully closed a public offering of 28,595,553 shares of common stock and 57,191,106 warrants, raising approximately $6.94 million in gross proceeds, which will be used for inventory purchases, production costs, and working capital [1][2]. Group 1: Offering Details - The public offering price was set at $0.2428 per share, with each share sold together with two warrants, each exercisable at an exercise price of $0.2913 [1][2]. - The offering closed on June 4, 2025, and the warrants are exercisable immediately, expiring on the fifth anniversary of the issuance date [1][2]. Group 2: Use of Proceeds - The net proceeds from the offering will be allocated towards purchasing inventory, covering production costs of vehicles, and supporting working capital needs [2]. Group 3: Company Overview - Fly-E Group, Inc. specializes in designing, installing, selling, and renting smart electric motorcycles, electric bikes, and electric scooters under the brand "Fly E-Bike," promoting eco-friendly transportation [5].

Core Viewpoint - Fly-E Group, Inc. has announced a public offering of 28,595,553 shares of common stock and 57,191,106 warrants at a price of $0.2428 per share, aiming to raise approximately $6.94 million for inventory and production costs [1][2]. Group 1: Offering Details - The public offering includes common stock sold with two warrants per share, with each warrant exercisable at an exercise price of $0.2913 [1]. - The offering is expected to close on or about June 3, 2025, pending customary closing conditions [2]. - The gross proceeds from the offering are anticipated to be around $6.94 million before deducting fees and expenses [2]. Group 2: Company Overview - Fly-E Group, Inc. specializes in designing, installing, selling, and renting smart electric motorcycles, electric bikes, and electric scooters under the brand "Fly E-Bike" [6]. - The company's mission is to promote eco-friendly transportation and contribute to a more sustainable future [6]. Group 3: Regulatory Information - The securities are being offered under a registration statement on Form S-1, which was declared effective by the SEC on May 15, 2025 [4]. - A final prospectus will be filed with the SEC and will be available on their website [4].

Financial Performance - Net revenues for Q3 FY2025 were $5.7 million, a decrease of 23.6% from $7.4 million in Q3 FY2024, primarily due to a reduction in sales volume by 3,511 units[4]. - For the nine months ended December 31, 2024, net revenues were $20.4 million, a decrease of 15.2% from $24.0 million for the same period last year[14]. - Retail sales revenue for the nine months ended December 31, 2024, was $17.7 million, down 7.9% from $19.2 million in the same period last year[15]. - For the three months ended December 31, 2024, revenues were $5,678,010, a decrease of 23.6% compared to $7,428,212 for the same period in 2023[39]. Profitability - The company reported a net loss of $0.7 million, or $0.03 per share, in Q3 FY2025, compared to a net income of $20,889, or $0.001 per share, in Q3 FY2024[11][12]. - The company experienced a net loss of $2.0 million for the nine months ended December 31, 2024, compared to a net income of $1.2 million for the same period last year[20]. - The company reported a net loss of $684,487 for the three months ended December 31, 2024, compared to a net income of $20,889 for the same period in 2023[39]. - For the nine months ended December 31, 2024, the company reported a net loss of $2,006,843 compared to a net income of $1,207,888 in the same period of 2023, representing a decline of 266.1%[43]. Expenses - Total operating expenses increased by 26.0% to $3.5 million in Q3 FY2025, compared to $2.8 million in Q3 FY2024, driven by higher payroll, rent, and advertising expenses[9]. - The company’s operating expenses for the three months ended December 31, 2024, were $3,501,349, up from $2,778,824 in the same period in 2023, marking an increase of 26.0%[39]. - The cost of revenues for the nine months ended December 31, 2024, was $11.8 million, a decrease of 19.0% from $14.6 million for the same period last year[16]. - The company experienced a significant increase in depreciation expense, which rose to $310,910 for the nine months ended December 31, 2024, up 52.6% from $203,788 in 2023[45]. - The company reported a substantial increase in interest expenses, which reached $247,550 for the nine months ended December 31, 2024, a rise of 201.3% from $82,150 in 2023[45]. Cash Flow and Assets - Cash and cash equivalents decreased slightly to $1,367,248 as of December 31, 2024, from $1,403,514 as of March 31, 2024[36]. - Cash at the end of the period was $1,367,248, a decrease from $1,173,228 at the end of the same period in 2023[43]. - Cash flows from operating activities showed a net cash used of $(9,413,989) for the nine months ended December 31, 2024, compared to a net cash provided of $1,743,987 in 2023[43]. - Net cash provided by financing activities was $12,233,936 for the nine months ended December 31, 2024, a significant increase from $30,550 in 2023[43]. - The company reported a net cash used in investing activities of $(2,836,671) for the nine months ended December 31, 2024, compared to $(963,304) in 2023[43]. Balance Sheet - Total current assets increased to $12,844,667 as of December 31, 2024, from $8,136,208 as of March 31, 2024, representing a growth of 58.5%[36]. - Total liabilities rose to $24,114,347 as of December 31, 2024, compared to $22,194,512 as of March 31, 2024, indicating an increase of 8.7%[36]. Strategic Initiatives - The company plans to expand its product portfolio and enhance brand influence through international trade shows and strategic partnerships[3]. - In January 2025, the NYC Department of Transportation launched a $2 million trade-in program, with the Fly-11 PRO selected as the official model[26]. Other Financial Metrics - EBITDA is used as a key performance measure, providing insight into the company's operating performance by excluding interest, taxes, depreciation, and amortization[29]. - EBITDA for the nine months ended December 31, 2024, was $(1,939,206), a decrease of $4,165,029 or 187.1% compared to $2,225,823 in 2023[45]. - The company recognized a deferred IPO cost of $502,198 as additional paid-in capital during the reporting period[44]. - The company expects to continue facing challenges in the upcoming quarters, with actual results potentially differing from forward-looking statements due to various risks and uncertainties[32].

Core Viewpoint - Fly-E Group, Inc. reported a significant decline in net revenues and net income for the third quarter and nine months of fiscal year 2025, primarily due to decreased sales volume and consumer sentiment affected by recent battery accidents [2][3][12]. Financial Results Summary Third Quarter Financial Results - Net revenues were $5.7 million, a decrease of 23.6% from $7.4 million in the same period last year [3][7]. - Retail sales revenue was $4.9 million, down 21.9% from $6.3 million year-over-year [4]. - Wholesale revenue was $0.7 million, compared to $1.1 million in the same period last year [4]. - Rental services revenue was $48,961, with no revenue generated in the same quarter last year [4]. - Cost of revenues was $3.1 million, a decrease of 30.0% from $4.5 million year-over-year [5]. - Gross profit was $2.6 million, down 13.9% from $3.0 million in the same period last year, with a gross margin of 45.1%, up from 39.0% [6][7]. - Total operating expenses were $3.5 million, an increase of 26.0% from $2.8 million year-over-year [8]. - Net loss was $0.7 million, or $0.03 per share, compared to net income of $20,889, or $0.001 per share, in the same period last year [9][10]. Nine Months Ended December 31, 2024 Financial Results - Net revenues were $20.4 million, a decrease of 15.2% from $24.0 million in the same period last year [12]. - Retail sales revenue was $17.7 million, down 7.9% from $19.2 million year-over-year [13]. - Wholesale revenue was $2.6 million, a decrease of 45.5% from $4.8 million in the same period last year [13]. - Cost of revenues was $11.8 million, a decrease of 19.0% from $14.6 million year-over-year [16]. - Gross profit was $8.6 million, down 9.4% from $9.5 million in the same period last year, with a gross margin of 42.0%, up from 39.3% [17]. - Total operating expenses were $10.8 million, an increase of 45.5% from $7.4 million year-over-year [18]. - Net loss was $2.0 million, compared to net income of $1.2 million in the same period last year [19]. - Basic and diluted losses per share were $0.08, compared to earnings per share of $0.05 for the same period last year [21]. Business Update - Fly-E's Fly-11 PRO was selected as the official model for the New York City Department of Transportation's $2 million Trade-In Program, aimed at promoting safer e-mobility solutions [2][25]. - The company is focusing on innovation and diversification to drive long-term growth, including expanding its product portfolio and enhancing digital marketing efforts [2]. Financial Condition - As of December 31, 2024, the company had cash of $1.4 million, with net cash used in operating activities amounting to $9.4 million for the nine months ended December 31, 2024 [23]. - Net cash provided by financing activities was $12.2 million for the nine months ended December 31, 2024, compared to $30,550 for the same period last year [24]. EBITDA Analysis - EBITDA was negative $0.8 million for the third quarter of fiscal year 2025, compared to positive EBITDA of $0.2 million in the same period last year [11][39]. - For the nine months ended December 31, 2024, EBITDA was negative $1.9 million, compared to positive EBITDA of $2.2 million for the same period last year [22][39].