false
--12-31
0002071778
0002071778
2026-05-13
2026-05-13
0002071778
FRMI:CommonStock0.001ParValueMember
2026-05-13
2026-05-13
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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
of
incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
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 |
| 104 |
|
Cover
Page Interactive Data File (formatted as Inline XBRL) |
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 |
2
