Fly-E Group (FLYE) Proxy filing summary

Executive summary

• Special meeting set for Nov. 13, 2026; stockholders will vote on a proposed securities offering and, if needed, adjournment to solicit more proxies.

• Proposed offering capped at $9M and 25M aggregate shares, with net proceeds for working capital and general corporate purposes; completion expected within six months after approval.

Voting matters and shareholder proposals

• Board unanimously recommends FOR both the Issuance Proposal and the Adjournment Proposal.

• Issuance approval would cover common stock, pre-funded and common warrants, variable-price convertible notes, and related shares under Nasdaq Listing Rule 5635(d).

• Each proposal requires a majority of shares present and entitled to vote; abstentions count against, while broker non-votes have no effect.

• Adjournment may be used if tabulated votes are insufficient to approve the issuance; it permits further proxy solicitation.

Risk oversight and compliance

• Offering terms set a minimum effective purchase, exercise, or conversion price of 20% of Nasdaq Minimum Price, equivalent to a maximum 80% discount; variable note conversion remains subject to the floor.

• Variable-price note conversion could increase shares issued if the stock price declines, subject to the 25M-share cap and minimum-price floor; securities sales may pressure market price.