SWARMER INC SEC Filings

Swarmer, Inc. filed a prospectus to register up to 3,000,000 shares of its common stock for resale by Lucid Capital Markets, LLC (the "Selling Stockholder") under a June 10, 2026 Purchase Agreement (the "Lucid Liquidity Line"). The company is not selling shares under this prospectus; proceeds from resales by the Selling Stockholder will go to Lucid. The Company may, at its option after the registration is effective, issue and sell shares to Lucid under the Purchase Agreement and could receive up to approximately $181 million in aggregate gross proceeds based on an assumed price of $60.32 per share, subject to the Purchase Agreement terms and conditions. The Purchase Agreement limits the Selling Stockholder’s beneficial ownership to 4.99% and contains an Exchange Cap of 19.99%; the facility lasts up to 24 months after Commencement and contains customary conditions for purchases, pricing based on 98% of VWAP, and thresholds that govern intraday and regular purchases.

Swarmer, Inc entered into a Common Stock Purchase Agreement with Lucid Capital Markets, LLC, giving Swarmer the option to sell up to 3,000,000 shares of common stock over a 24‑month period after a specified commencement date. Each drawdown is at Swarmer’s discretion, subject to per‑purchase limits, Nasdaq trading volume thresholds and a minimum $1.00 share price. Lucid will generally pay 98% of the volume weighted average price for regular and intraday purchases, with a 4.99% beneficial ownership cap. Swarmer also signed a Registration Rights Agreement and filed an initial Form S‑1 to register resales, and engaged Seaport Global Securities as qualified independent underwriter, agreeing to reimburse Seaport up to $55,000 in fees.

Swarmer, Inc. filed an S-1 to register up to 3,000,000 shares of common stock for resale by Lucid Capital Markets under a common stock purchase agreement called the Lucid Liquidity Line. Swarmer may, at its option, sell shares to Lucid over 24 months and could receive up to about $181 million in gross proceeds based on an assumed price of $60.32 per share.

Lucid, a FINRA-member broker-dealer, will act as underwriter and receive all net proceeds from its resales, while Swarmer receives cash only when it sells newly issued shares to Lucid. The agreement is capped by a 4.99% beneficial ownership limit and a 19.99% Nasdaq “Exchange Cap,” and would dilute existing holders if fully utilized.

Swarmer, Inc. reports Q1 2026 as a transition quarter marked by its IPO and significantly higher spending. Revenue fell to $20,325 from $110,704 a year earlier as activity with its primary customer declined, while net loss widened to $4.46 million from $0.69 million on heavier R&D and public‑company overhead.

Cash and cash equivalents increased to $23.47 million as of March 31, 2026, driven by $17.3 million in IPO gross proceeds and $3.5 million of new Series A‑1 preferred financing. Management believes this cash is sufficient for at least 12 months. The company remains highly concentrated, with substantially all Q1 revenue from a single Ukrainian customer that is not expected to place new orders.

Swarmer focuses on autonomous drone swarm and AI software for defense customers and notes over 100,000 combat missions flown with its Trident OS. Subsequent to quarter‑end, its Estonian subsidiary signed a Master Supplier Agreement with Meta Bureau including initial license fees of about $2.9 million and optional upgrades of up to $10.4 million. The company discloses material weaknesses in internal control over financial reporting and concludes its disclosure controls and procedures were not effective, while outlining remediation plans using new IPO resources.

Swarmer, Inc. reports Q1 2026 as a transition quarter marked by its IPO and significantly higher spending. Revenue fell to $20,325 from $110,704 a year earlier as activity with its primary customer declined, while net loss widened to $4.46 million from $0.69 million on heavier R&D and public‑company overhead.

Cash and cash equivalents increased to $23.47 million as of March 31, 2026, driven by $17.3 million in IPO gross proceeds and $3.5 million of new Series A‑1 preferred financing. Management believes this cash is sufficient for at least 12 months. The company remains highly concentrated, with substantially all Q1 revenue from a single Ukrainian customer that is not expected to place new orders.

Swarmer focuses on autonomous drone swarm and AI software for defense customers and notes over 100,000 combat missions flown with its Trident OS. Subsequent to quarter‑end, its Estonian subsidiary signed a Master Supplier Agreement with Meta Bureau including initial license fees of about $2.9 million and optional upgrades of up to $10.4 million. The company discloses material weaknesses in internal control over financial reporting and concludes its disclosure controls and procedures were not effective, while outlining remediation plans using new IPO resources.

Swarmer, Inc. reported weak first-quarter 2026 results alongside a strengthened balance sheet after its initial public offering. Revenue for Q1 2026 was $20,325, down sharply from $110,704 a year earlier, mainly due to the wind-down of deferred service revenue from its historically largest Ukrainian customer, from which it does not expect additional revenue.

The company posted a Q1 2026 net loss of $4.46 million versus a $0.69 million loss in Q1 2025, driven by operating expenses rising to $4.49 million from $0.78 million as Swarmer invested in public-company readiness, engineering, and product development.

Despite higher losses, liquidity improved: cash and cash equivalents increased to $23.47 million at March 31, 2026 from $9.28 million at December 31, 2025, primarily reflecting approximately $17.3 million in gross IPO proceeds and about $3.5 million from Series A-1 preferred stock sales.

Swarmer, Inc. reported weak first-quarter 2026 results alongside a strengthened balance sheet after its initial public offering. Revenue for Q1 2026 was $20,325, down sharply from $110,704 a year earlier, mainly due to the wind-down of deferred service revenue from its historically largest Ukrainian customer, from which it does not expect additional revenue.

The company posted a Q1 2026 net loss of $4.46 million versus a $0.69 million loss in Q1 2025, driven by operating expenses rising to $4.49 million from $0.78 million as Swarmer invested in public-company readiness, engineering, and product development.

Despite higher losses, liquidity improved: cash and cash equivalents increased to $23.47 million at March 31, 2026 from $9.28 million at December 31, 2025, primarily reflecting approximately $17.3 million in gross IPO proceeds and about $3.5 million from Series A-1 preferred stock sales.

Michael Rapoport filed an amendment to a Schedule 13G/A reporting beneficial ownership of 548,830 shares of Swarmer, Inc. The filing states this equals 4.99% of the class, giving effect to a 4.99% beneficial ownership blocker on outstanding warrants.

The filing breaks the position into 475,000 shares held by Broadband Capital Investments LLC and 73,830 shares issuable upon exercise of warrants and pre-funded warrants. It cites March 18, 2026 disclosure that there were 10,998,609 shares outstanding as of the referenced offering completion.

Swarmer, Inc. Schedule 13G filed reporting that Michael Rapoport beneficially owns 1,095,000 shares of common stock, representing 9.9% of the outstanding shares. The filing states this ownership consists of 475,000 shares held by Broadband Capital Investments LLC and 620,000 shares held by Michael Rapoport Roth IRA.

The filing references a Form 8-K indicating 10,998,609 shares outstanding as of the completion of the offering described therein. The Reporting Person discloses sole voting and dispositive power over the disclosed holdings.

Alexander Fink, President and U.S. CEO of Swarmer, Inc., reports beneficial ownership of 1,483,551 Swarmer common shares, representing 13.4% of the class. This includes 1,410,975 shares of common stock, 55,910 restricted stock units vesting within 60 days, and 16,666 option shares vesting within 60 days.

The ownership percentage is based on 10,998,609 shares outstanding as reported in a recent Form 8-K. Additional awards not counted in this figure include 1,285,930 RSUs and 383,334 option shares vesting beyond 60 days. Fink holds the stake for general investment purposes and may increase or decrease his position over time.

Under an employment agreement, he is entitled to a $250,000 annual base salary, 1,341,840 RSUs and 400,000 options that vest monthly over 48 months, with full vesting upon a change of control. A lockup agreement restricts most sales for six months after the initial public offering, subject to specified exceptions.

Swarmer, Inc. received a Schedule 13D from director Philip Wagenheim, who reports beneficial ownership of 1,124,981 shares of common stock, representing 10.2% of the class based on 10,998,609 shares outstanding. The shares are held through Theseus Capital Partners, LLC, where he has sole voting and dispositive power.

Theseus also holds Warrants for 899,988 additional shares at an exercise price of $3.3334 per share, expiring on March 16, 2031, but a 4.99% beneficial ownership blocker currently prevents any exercise. Wagenheim holds the investment for general investment purposes and may increase or decrease the position over time. He is party to an Investors' Rights Agreement granting registration rights and is subject to a six‑month IPO lockup with specified exceptions.