REG - Fermi Inc. - Form 8-K

FermiAnnouncement

06/05/2026 08:00

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RNS Number : 2086D  Fermi Inc.  06 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 5, 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                79101

Amarillo, TX
 (Address of principal executive offices)    (Zip Code)

 

Registrant's telephone number, including area code: (214) 894-7855

 

Not Applicable

(Former name or former address, if changed since last report)

 

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 7.01 Regulation FD.

 

On May 5, 2026, Fermi Inc. (the "Company" or "Fermi") issued a press release
regarding the preliminary solicitation statement filed by its former Chief
Executive Officer, Toby Neugebauer. A copy of the press release is furnished
herewith as Exhibit 99.1 and is incorporated herein by reference. The
information in this Item 7.01, including the exhibit attached as Exhibit 99.1
hereto, shall not be deemed "filed" for purposes of Section 18 of
the Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise
subject to the liabilities of that section. This information shall not be
deemed to be incorporated by reference in any filing under the Securities Act
of 1933, as amended, or the Exchange Act, except as shall be expressly set
forth by specific reference to such disclosure in this Form 8-K in such a
filing.

 

Forward-Looking Statements

 

Statements contained in this Current Report on Form 8-K which are not
historical facts, such as those relating to future events, are forward-looking
statements within the meaning of the Private Securities Litigation Reform Act
of 1995. Fermi undertakes no duty to publicly update or revise such
forward-looking information, whether as a result of new information, future
events, or otherwise. Investors should consult further disclosures and risk
factors included in our Annual Reports on Form 10-K, Quarterly Reports on Form
10-Q, Current Reports on Form 8-K, the Registration Statement on Form S-8 and
other documents filed from time to time with the U.S. Securities and Exchange
Commission (the "SEC") by Fermi.

 

Additional Information and Where to Find It

 

To the extent required, Fermi intends to file with the SEC a definitive proxy
statement on Schedule 14A, containing a form of WHITE proxy card, with respect
to its solicitation of proxies for any future meeting of the shareholders.

 

INVESTORS AND SECURITY HOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR
ENTIRETY ANY SUCH PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS
THERETO) FILED BY FERMI AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE
SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT ANY SOLICITATION.

 

Investors and security holders may obtain copies of these documents and other
documents filed with the SEC by Fermi free of charge through the website
maintained by the SEC at www.sec.gov. Copies of the documents filed by Fermi
are also available free of charge by accessing Fermi's website at
www.fermiamerica.com.

 

Participants in the Solicitation

 

Fermi, its directors and executive officers and other members of management
and employees may be deemed to be participants in the solicitation of proxies
with respect to a solicitation by Fermi. Information about Fermi's executive
officers and directors is available in Fermi's Annual Report on Form 10-K/A
(the "Form 10-K/A") for the year ended December 31, 2025, filed with the SEC
on April 30, 2026. To the extent holdings by our directors and executive
officers of Fermi securities reported in the Form 10-K/A have changed, such
changes have been or will be reflected on Statements of Change in Ownership on
Forms 3, 4 or 5 filed with the SEC. These documents are available free of
charge at the SEC's website at www.sec.gov. Copies of the documents filed by
Fermi are also available free of charge by accessing Fermi's website at
www.fermiamerica.com.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

 Exhibit No.       Description
 99.1              Press Release dated May 5, 2026  (Fermi Proxy Response Press Release - RNS
                   No 2087D)
 104               Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

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SIGNATURES

 

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.

 

                    FERMI INC.

 Date: May 6, 2026  By:      /s/ George Wentz
                    Name:    George Wentz
                    Title:   General Counsel

 

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