Toby Neugebauer Sues Three Fermi Directors, Alleging a Coordinated Effort to Take Control of Company and Disenfranchise Fermi Shareholders According to the Complaint

Argus Sep 21 session 7 alerts

+1.61% close to close 0.9x rel. volume Open Argus

Details

News Market Reaction – FRMI

-2.3% Trough in 6 hr 34 min

$3.33B Mkt Cap at Peak Alert

On Sep 21, the day this news came out, FRMI closed 1.61% above the previous close. Argus tracked a trough of -2.3% from its starting point during tracking. Our momentum scanner recorded 7 alerts for this stock that day.

Data tracked by StockTitan Argus for the Sep 21 session.

Key Figures

Defendant directors: 3 directors Shareholder-approval threshold: 70% Termination sequence: 2 weeks

Defendant directors

3 directors

Amended lawsuit

Shareholder-approval threshold

70%

Bylaw change for certain actions

Termination sequence

2 weeks

Interval before announcing termination for cause

Historical Context

2 past events · Latest: Sep 17

2 events

1. Sep 17

   Court denies emergency relief

   24h Move

   +1.0%

   Court denied emergency relief requests involving Fermi bylaws and shareholder nomination deadlines

2. Sep 11

   Shareholder governance proposal

   24h Move

   +2.0%

   Founder parties proposed an independent strategic review and restoration of prior voting standards

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

form 8-k, temporary restraining order, injunction

3 terms

form 8-k regulatory

"stating in a Form 8-K that he had "departed,""

A Form 8-K is a report that companies file with the government to share important news quickly, such as changes in leadership, major business deals, or financial updates. It matters because it helps investors stay informed about significant events that could affect the company's value or stock price.

temporary restraining order regulatory

"the trial court recently denied Neugebauer's request for a temporary restraining order"

A temporary restraining order is a short-term court order that temporarily stops a person or company from doing a specific action until a judge can hold a fuller hearing. For investors it matters because it can immediately pause deals, operations, asset transfers or product rollouts—like hitting a legal “pause” button—creating uncertainty about revenue, timelines and the value of affected securities.

injunction regulatory

"reserved its ruling on Neugebauer's request for an injunction"

A court order that tells a person or company to stop doing (or requires them to start doing) a specific action, like selling a product, closing a deal, or carrying out a transaction. For investors it matters because an injunction can pause revenue-generating activities or delay mergers and trades—like a legal “pause button” that can quickly change a company’s cash flow, risk profile, and share price while the court matter is resolved.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

DALLAS, Sept. 21, 2026 /PRNewswire/ -- In an amended lawsuit filed in Texas Business Court on Friday, Fermi founder and largest shareholder of Fermi Inc. (Nasdaq: FRMI), Toby Neugebauer alleged that three of Fermi's current directors engaged in a long-running effort to consolidate their control of the Company and disenfranchise Fermi shareholders in what the lawsuit describes as a pattern of governance abuses.

Friday's complaint alleges that the Defendant Directors terminated Neugebauer through a series of shifting public accounts — first firing him without cause, then stating in a Form 8-K that he had "departed," and, two weeks later, announcing he had been terminated for cause — and then used that second termination to wrongfully remove him from the Fermi board of directors. According to the lawsuit, once Neugebauer launched a proxy campaign, the Defendant Directors sued him in federal court, and after losing that lawsuit, adopted a bylaw change requiring a 70% shareholder-approval threshold for certain actions. Fermi then sued Neugebauer in Texas Business Court seeking to validate that change, before dismissing the lawsuit immediately after the business court ruled that Neugebauer was entitled to discovery. Most recently, the Defendant Directors adopted another bylaw change, raising the shareholder-vote threshold from a plurality of shares voting to a majority of all outstanding shares.

The amended lawsuit alleges that these actions constituted intentional misconduct and were beyond the authority of the named Defendant Directors. While the trial court recently denied Neugebauer's request for a temporary restraining order, the court reserved its ruling on Neugebauer's request for an injunction and reiterated that Neugebauer is entitled to discovery.

Last week, Fermi issued a press release stating that Neugebauer had submitted a false verification. Neugebauer's counsel addressed that claim in court on Tuesday, September 15, and in the following statement:

As Neugebauer's counsel Jeff Tillotson explained, "my office mistakenly attached a single page verification form signed by Mr. Neugebauer that had only his name and address to an erroneous petition that Mr. Neugebauer had not approved. As our firm explained to the Court during the hearing, Mr. Neugebauer was not responsible for the error in any way and did not at the time believe or think he was verifying any inaccurate facts. In fact, Mr. Neugebauer's claims in this case have been consistently established as accurate based on public documents, filings and in court rulings."

View original content:https://www.prnewswire.com/news-releases/toby-neugebauer-sues-three-fermi-directors-alleging-a-coordinated-effort-to-take-control-of-company-and-disenfranchise-fermi-shareholders-according-to-the-complaint-302884145.html

SOURCE Toby Neugebauer