REG - Fermi Inc. - Form 8-K

FermiAnnouncement

14/05/2026 08:00

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RNS Number : 2907E  Fermi Inc.  14 May 2026

 

 

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): May 13, 2026

 

Fermi Inc.

(Exact name of registrant as specified in its charter)

 

 Texas                           001-42888                   33-3560468
 (State or other jurisdiction    (Commission File Number)    (IRS Employer

 of incorporation)                                           Identification No.)

 

620 S. Taylor St., Suite 301

Amarillo, TX 79101

(Address of principal executive offices) (zip code)

 

(214) 894-7855

(Registrant's telephone number, including area code)

 

 

 

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(s)    Name of each exchange on which registered
 Common Stock, $0.001 par value    FRMI                 The Nasdaq Stock Market LLC
 Common Stock, $0.001 par value    FRMI                 The London Stock Exchange

 

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 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.

 

On May 13, 2026, the Board of Directors of Fermi Inc. (the "Company") approved
the amendment and restatement of the Company's Bylaws (the "Amended and
Restated Bylaws"), effective immediately. The amendment effected by the
Amended and Restated Bylaws relates to the voting threshold to amend certain
provisions of the Bylaws. Pursuant to revised Article IX of the Amended and
Restated Bylaws, any proposed alteration, amendment or repeal of, or the
adoption of any Bylaw inconsistent with, Section 3.2 (Number and Tenure of
Directors) and/or Article IX (Amendments) of the Amended and Restated Bylaws
by the shareholders shall require the affirmative vote of shares representing
not less than seventy percent (70%) of all classes of stock of the Corporation
entitled to vote in the election of directors, voting as one class.

 

This description of the Amended and Restated Bylaws is a summary and is
qualified in its entirety by reference to the Amended and Restated Bylaws,
which are attached as Exhibit 3.1 and incorporated by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d)  Exhibits

 

 Exhibit No.     Description

 3.1             Amended and Restated Bylaws of Fermi Inc., dated as of May 13, 2026
                 (file:///N:/EDGAR%20FILES/1-PreSub/ea0290747/ea0290747-01/ea029074701ex3-1.htm)
 104             Cover Page Interactive Data File (formatted as Inline XBRL)

 

1

 

 

SIGNATURE

 

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.

 

Date: May 14, 2026

 

   FERMI INC.

   By:      /s/ George Wentz
   Name:    George Wentz
   Title:   General Counsel

 

 

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