{"url_path":"/sec/frmi/8-k/2026-07-15/item-3-02","section_key":"item-3-02","section_title":"Item 3.02 Unregistered Sales of Equity Securities.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-15","source_url":"https://www.sec.gov/Archives/edgar/data/2071778/0001213900-26-078366-index.html","accession_number":"0001213900-26-078366","cik":"0002071778","ticker":"FRMI","issuer_name":"Fermi Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2071778/0001213900-26-078366-index.html","primary_entity_key":"0002071778","primary_entity_name":"Fermi Inc."},"word_count":316,"has_tables":true,"body_markdown":"**Item 3.02. Unregistered Sales of Equity Securities.**\n\n \n\nThe information set\nforth in Item 1.01 and Item 7.01 of this Current Report on Form 8-K is incorporated herein by reference. The Company offered and\nsold the Notes to the Initial Purchasers in reliance on the exemption from the registration requirements provided by Section 4(a)(2)\nof the Securities Act for resale to persons reasonably believed to be qualified institutional buyers as defined in, and in reliance\non, Rule 144A of the Securities Act. The Company relied on these exemptions from registration based in part on representations made\nby the Initial Purchasers in the Purchase Agreement, dated July 9, between the Company and the Initial Purchasers, pursuant to\nwhich the Company sold the Notes to the Initial Purchasers. The Notes and the underlying shares of the Common Stock issuable upon\nconversion of the Notes, if any, have not been and will not be registered under the Securities Act, and may not be offered or sold\nin the United States absent registration or an applicable exemption from registration requirements.\n\n \n\n2\n\n \n\nTo the extent that any shares\nof the Common Stock are issued upon conversion of the Notes, they will be issued in transactions anticipated to be exempt from registration\nunder the Securities Act by virtue of Section 3(a)(9) thereof, because no commission or other remuneration is expected to be paid in connection\nwith conversion of the Notes and any resulting issuance of shares of the Common Stock. The maximum number of shares of the Company’s\nCommon Stock issuable upon conversion of the Notes, including pursuant to any increase in the conversion rate for any Notes converted\nin connection with a make-whole fundamental change or a notice of redemption, is 58,913,925, based on the initial maximum conversion rate\nof 136.6120 shares of Common Stock per $1,000 principal amount of Notes, subject to the effect of customary antidilution provisions in\nthe Indenture."}