STOCK TITAN

Swarmer (Nasdaq: SWMR) lifts share count to 15.9M after option exercises

(Neutral)
(Neutral)
Form Type
424B3

Rhea-AI Filing Summary

Swarmer, Inc (SWMR) filed a prospectus supplement to its Form S-1 prospectus to incorporate information from a recent Current Report on Form 8-K. The update states that, as of August 19, 2026, Swarmer had 15,936,981 shares of common stock outstanding after issuing 3,997,762 shares upon the exercise of certain stock options. The company’s common stock is listed on the Nasdaq Capital Market under the symbol SWMR, and the closing price on August 18, 2026 was $46.86 per share. The supplement is intended to be read together with the existing prospectus.

Positive

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Negative

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Filing Explained

The August 19 supplement updates Swarmer’s Form S-1 registration statement with the attached Form 8-K. The registration covers securities for sale, but registration alone does not sell them; this filing therefore updates the disclosure record rather than reporting a new sale.

Shares outstanding 15,936,981 shares Common stock outstanding as of August 19, 2026
Shares issued from option exercises 3,997,762 shares Common stock issued upon exercise of certain stock options
Closing share price $46.86 per share Closing price of common stock on August 18, 2026
Par value per share $0.00001 per share Par value of Swarmer, Inc common stock
prospectus supplement regulatory
"This prospectus supplement updates, amends and supplements the prospectus"
A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.
Registration Statement on Form S-1 regulatory
"forms a part of our Registration Statement on Form S-1"
A registration statement on Form S-1 is a detailed filing a company submits to the U.S. securities regulator to register new shares for public sale; it includes a plain-language prospectus, financial statements, business description and risk factors. For investors it matters because it provides the official, comprehensive blueprint of the offering — like an owner’s manual — allowing buyers to assess risks, inspect financial health and compare valuation before deciding to invest.
Current Report on Form 8-K regulatory
"information contained in our Current Report on Form 8-K"
A current report on Form 8-K is a document that publicly traded companies file to promptly share important news or events that could affect their financial position or stock price, such as major business changes or legal issues. It helps investors stay informed about timely developments, allowing them to make better decisions about buying or selling shares.
Nasdaq Capital Market market
"is currently listed on The Nasdaq Capital Market under the symbol"
The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.

FAQ

What is the purpose of Swarmer, Inc (SWMR)'s latest prospectus supplement?

The prospectus supplement updates Swarmer’s existing S-1 prospectus by incorporating disclosures from a recent Form 8-K. It mainly reports the updated common stock outstanding figure following the exercise of stock options and should be read together with the original prospectus.

How many Swarmer, Inc (SWMR) shares are outstanding as of August 19, 2026?

As of August 19, 2026, Swarmer, Inc had 15,936,981 shares of common stock outstanding. This figure reflects the issuance of 3,997,762 shares upon the exercise of certain stock options, as disclosed in the incorporated Form 8-K.

How many new Swarmer, Inc (SWMR) shares were issued from stock option exercises?

Swarmer, Inc issued 3,997,762 shares of common stock upon the exercise of certain stock options. After these option exercises, the total common stock outstanding increased to 15,936,981 shares, as reported as of August 19, 2026.

On which exchange is Swarmer, Inc (SWMR) listed and what was the recent share price?

Swarmer, Inc’s common stock is listed on The Nasdaq Capital Market under the symbol SWMR. On August 18, 2026, the company’s common stock closed at a price of $46.86 per share.

What class of securities does Swarmer, Inc (SWMR) reference in this supplement?

The supplement references Swarmer, Inc’s common stock, which has a par value of $0.00001 per share. It reports the total common shares outstanding and the additional shares issued upon the exercise of certain stock options.

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Learn about SEC filing dates

Filed pursuant to Rule 424(b)(3)

Registration No. 333-296678

Prospectus Supplement No. 2

(To Prospectus dated June 15, 2026)

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SWARMER, Inc

This prospectus supplement updates, amends and supplements the prospectus dated June 15, 2026 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-296678) and is being filed to update, amend and supplement the information included in the Prospectus with information contained in our Current Report on Form 8-K, which was filed with the Securities and Exchange Commission (the “SEC”) on August 19, 2026 (the “Current Report”). Accordingly, we have attached the Current Report to this prospectus supplement. Capitalized terms used in this prospectus supplement and not otherwise defined herein have the meanings specified in the Prospectus.

This prospectus supplement is not complete without the Prospectus. This prospectus supplement should be read in conjunction with the Prospectus, which is to be delivered with this prospectus supplement, and is qualified by reference thereto, except to the extent that the information in this prospectus supplement updates or supersedes the information contained in the Prospectus. Please keep this prospectus supplement with your Prospectus for future reference.

Our common stock, par value $0.00001 per share (“common stock”), is currently listed on The Nasdaq Capital Market under the symbol “SWMR”. On August 18, 2026, the closing price of our common stock was $46.86 per share.

Investing in our securities involves risks that are described in the “Risk Factors” section of the Prospectus.

Neither the SEC nor any state securities commission has approved or disapproved of the securities to be issued under the Prospectus or this prospectus supplement or determined if the Prospectus or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is August 19, 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): August 19, 2026

 

 

Swarmer, Inc

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-43192

93-1378503

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

4515 Seton Center Pkwy

#330

 

Austin, Texas

 

78759

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (512) 305-3513

 

 

 

 

 

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, par value $0.00001 per share

 

SWMR

 

The Nasdaq Stock Market LLC

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 8.01. Results of Operations and Financial Condition.

 

As of August 19, 2026, Swarmer, Inc had 15,936,981 shares of common stock outstanding after giving effect to the issuance of 3,997,762 shares of common stock upon the exercise of certain stock options.

 


 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

Swarmer, Inc

 

 

 

 

Date:

August 19, 2026

By:

/s/ Alexander Fink

 

 

 

Alexander Fink

 

 

 

Chief Executive Officer (U.S.) and President