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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
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, TX 78759
(Address of principal executive offices) (Zip
Code)
Registrant’s telephone number, including
area code: (512) 305-3513
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 |
|
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 x
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 2.02. Results of Operations and Financial Condition.
On May 13, 2026, Swarmer, Inc issued a press release announcing its
financial results for the first quarter ended March 31, 2026. A copy of the press release is furnished as Exhibit 99.1 to this report.
The information in this Current Report on Form 8-K, including
Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), or 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 in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| |
|
| 99.1 |
|
Press Release dated May 13, 2026. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed by the undersigned hereunto duly authorized.
| |
Swarmer, Inc |
| |
|
|
| Date: May 13, 2026 |
|
|
| |
By: |
/s/ Alexander Fink |
| |
Name: |
Alexander Fink |
| |
Title: |
Chief Executive Officer (U.S.) and President |
Exhibit 99.1
Swarmer Reports First Quarter Financial Results
AUSTIN, Texas (May 13, 2026)
— Swarmer, Inc (“Swarmer” or the “Company”) (Nasdaq: SWMR), a drone autonomy software company
which has supported more than 100,000 real-world combat missions in Ukraine since April 2024, today announced financial results for the
quarter ended March 31, 2026 (“Q1 2026”), and discussed recent business developments.
Management Commentary
Swarmer President & U.S. CEO Alex
Fink stated: “The first quarter of 2026 represented an important step forward for Swarmer as we completed our initial public offering,
strengthened our leadership team and continued to expand our presence within the autonomous systems ecosystem. These milestones support
our ability to pursue a rapidly expanding market, as demand for autonomous and collaborative unmanned systems continues to accelerate
amid rising deployment volumes and persistent operator constraints. Swarmer’s software is purpose-built for this environment,
and we are seeing expanding engagement from manufacturers developing next-generation, high-volume platforms across multiple domains.
“Looking ahead, we are focused
on expanding adoption across a wider range of unmanned platforms, deepening our integration with leading manufacturers and supporting
programs as they transition from development into scaled deployment. As these initiatives mature, we believe Swarmer can serve as a foundational
software layer for autonomous and collaborative systems, enabling long-term growth as deployment volumes increase across multiple
domains.”
First Quarter 2026 and Recent Operational Highlights
| · | Successfully listed on the Nasdaq Capital Market under the ticker symbol
"SWMR” and raised $17.3 million in cash proceeds from the Company’s initial public offering. |
| · | Awarded $2.8 million contract for more than 16,000 software licenses to be
used aboard SkyKnight quadcopter bombers and other unmanned aerial vehicles. |
| · | Expanded into Japan with support from Rakuten Group, accelerating market
entry and advancing deployment of Swarmer’s solutions within Japan’s advanced unmanned systems ecosystem. |
| · | Entered into a memorandum of understanding with HIMERA, a Ukraine-based provider
of jam-resistant radios, to integrate resilient communications into Swarmer's next-generation autonomy stack. |
| · | Announced the development of a deployable drone interceptor kit, leading
the collaboration with X-Drone, Norda Dynamics, and Kara Dag Technologies to create an affordable counter-drone solution. |
| · | Appointed Mykhailo Nestor as Chief Product Officer to lead product strategy
and development, bringing seven years of experience as Chief Product Officer at Kyivstar Group Ltd., Ukraine's largest digital operator. |
First Quarter 2026 Financial Results
Results compare Q1 2026 to the 2025 first quarter ended March 31,
2025 (“Q1 2025”), unless otherwise indicated.
| · | Revenue
for Q1 2026 was $20,325 compared to $110,704 in Q1 2025. The decline reflects the wind-down of service-related deferred revenue associated
with the Company’s historically largest customer in Ukraine. The Company does not expect future revenue from this customer and
is focused on scaling engagements with higher-volume customers in Ukraine and international markets. |
| · | Gross
profit (loss) for Q1 2026 was $(19,599) compared to $65,162 in Q1 2025, driven primarily by lower revenue during the period. |
| · | Operating expenses for Q1 2026 were $4.5 million compared to $0.8 million
in Q1 2025. The increase was primarily attributable to higher consulting and professional services expenses associated with becoming a
public company, together with increased investment in engineering and product development initiatives. The Company continues to prioritize
investment in engineering, product development and platform integration capabilities to support long-term growth initiatives. |
| · | Net
income (loss) for Q1 2026 was $(4.5) million compared to $(0.7) million in Q1 2025, primarily reflecting higher operating expenses. |
| · | Cash and cash equivalents at March 31, 2026 totaled $23.5 million compared
to $9.3 million at December 31, 2025. The increase primarily reflects gross proceeds of approximately $17.3 million from the Company’s
initial public offering, together with approximately $3.5 million in gross proceeds from the sale of Series A-1 convertible preferred
stock. |
Conference Call
The Company’s management will host a conference call today, May
13, 2026, at 9:00 a.m. Eastern time (6:00 a.m. Pacific time) to discuss these results, followed by a question-and-answer period.
Toll-Free Number: 877-407-6184
International Number: +1 201-389-0877
Webcast: Register and Join
Please call the conference telephone number 5-10 minutes prior to the
start time. An operator will register your name and organization. If you have any difficulty connecting with the conference call, please
contact Gateway Group at 949-574-3860.
The conference call will be broadcast
simultaneously and available for webcast replay here.
About Swarmer
Swarmer™ is a defense technology company that specializes in
vendor-agnostic software which allows one operator to intuitively control hundreds of autonomous platforms in real time. Swarmer’s
primary mission areas include autonomous swarm coordination, integration of multi-domain unmanned systems and AI-powered autonomy software
for distributed operations. Swarmer is not a drone manufacturer and does not depend on any single platform, supplier or hardware lifecycle.
Instead, Swarmer operates at the intelligence layer, developing autonomy, coordination and decision-making software that enables large
numbers of low-cost unmanned systems to operate collectively as one coherent, resilient force. Swarmer’s technology has been rigorously
validated in real-world kinetic environments and was first deployed in combat operations in Ukraine in April 2024. Since then, it has
completed more than 100,000 combat missions, generating terabytes of proprietary data that informs its machine-learning models and enables
the replication of advanced pilot performance at scale. Swarmer’s routine use in combat missions generates continuous streams of
telemetry, sensor data and operational feedback which are then used to refine performance, increase resilience and accelerate learning.
Swarmer has headquarters in Austin, Texas, and maintains operations and teams in Ukraine, Poland and Estonia.
Forward-Looking Statements
This press release contains forward-looking statements within the
meaning of the federal securities laws. Forward-looking statements include statements about Swarmer’s strategy, market opportunity,
customer engagement, product development, technology integrations, expansion into new markets, future revenue opportunities, expected
customer mix, potential deployments, and the anticipated benefits of the Company’s relationships, memoranda of understanding, partnerships,
and other commercial initiatives. Forward-looking statements are based on current expectations, estimates, forecasts, and assumptions
and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied.
These risks and uncertainties include, among others: the Company’s
limited operating history as a public company; its history of losses and limited current revenue; customer concentration and the timing,
non-renewal, or loss of customer engagements; the Company’s ability to convert pilot programs, memoranda of understanding, and development-stage
relationships into binding commercial contracts or revenue; defense procurement cycles and government budget priorities; geopolitical
conditions affecting operations, customers, suppliers, and deployments in Ukraine and other regions; export control, sanctions, defense
trade, procurement, and other regulatory requirements; competition in the defense technology and autonomous systems markets; the Company’s
ability to develop, validate, scale, and integrate its software across third-party unmanned platforms; risks associated with artificial
intelligence, machine learning, data availability, data quality, cybersecurity, and operational performance in real-world environments;
reliance on key personnel and technical talent; supply chain and manufacturing constraints affecting the Company’s customers or
partners; and the other risks described in the Company’s filings with the Securities and Exchange Commission.
Forward-looking statements speak only as of the date of this release.
The Company undertakes no obligation to update or revise any forward-looking statements, except as required by law.
Investor Relations Contact: SWMR@gateway-grp.com
Media Relations Contact: media@swarmer.tech
SWARMER, INC
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
| | |
March 31, 2026 | | |
December 31, 2025 | |
| Assets | |
| | | |
| | |
| Current assets: | |
| | | |
| | |
| Cash and cash equivalents | |
$ | 23,472,156 | | |
$ | 9,283,566 | |
| Prepaid expenses and other current assets | |
| 795,309 | | |
| 115,473 | |
| Total current assets | |
| 24,267,465 | | |
| 9,399,039 | |
| Property and equipment, net | |
| 309,457 | | |
| 227,908 | |
| Operating lease right-of-use asset | |
| 115,494 | | |
| 131,184 | |
| Deferred offering costs | |
| — | | |
| 471,719 | |
| Other assets | |
| 234,694 | | |
| 106,830 | |
| Total assets | |
$ | 24,927,110 | | |
$ | 10,336,680 | |
| Liabilities, convertible preferred stock and shareholders' deficit | |
| | | |
| | |
| Current liabilities: | |
| | | |
| | |
| Accounts payable | |
$ | 344,253 | | |
$ | 223,236 | |
| Accrued expenses and other current liabilities | |
| 747,538 | | |
| 680,782 | |
| Grant advance | |
| 182,667 | | |
| 189,200 | |
| Deferred revenue | |
| 2,371 | | |
| 23,272 | |
| Operating lease liability - current | |
| 72,070 | | |
| 70,703 | |
| Total current liabilities | |
| 1,348,899 | | |
| 1,187,193 | |
| Operating lease liability - non-current | |
| 57,620 | | |
| 76,273 | |
| Total liabilities | |
| 1,406,519 | | |
| 1,263,466 | |
| Convertible preferred stock, par value $0.00001 per share: | |
| | | |
| | |
| Series A preferred stock: 10,000,000 shares authorized as of March 31, 2026 and 4,358,597 shares authorized as of December 31, 2025; no shares issued and outstanding as of March 31, 2026 and 3,661,083 shares issued and outstanding as of December 31, 2025 | |
| — | | |
| 19,013,673 | |
| Commitments and contingencies (Note 5) | |
| | | |
| | |
| Shareholders' equity (deficit) | |
| | | |
| | |
| Common stock, $0.00001 par value; 200,000,000 and 25,000,000 shares authorized as of March 31, 2026 and December 31, 2025, respectively; 11,210,256 and 1,410,975 shares issued as of March 31, 2026 and December 31, 2025, respectively; and 10,798,722 and 911,255 shares outstanding as of March 31, 2026 and December 31, 2025, respectively | |
| 110 | | |
| 10 | |
| Additional paid-in capital | |
| 38,606,840 | | |
| 663,514 | |
| Accumulated other comprehensive loss | |
| (28,441 | ) | |
| (4,900 | ) |
| Accumulated deficit | |
| (15,057,918 | ) | |
| (10,599,083 | ) |
| Total shareholders' equity (deficit) | |
| 23,520,591 | | |
| (9,940,459 | ) |
| Total liabilities, convertible preferred stock and shareholders' equity (deficit) | |
$ | 24,927,110 | | |
$ | 10,336,680 | |
SWARMER, INC
CONDENSED CONSOLIDATED
STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Unaudited)
| | |
Three Months Ended March 31, | |
| | |
2026 | | |
2025 | |
| Revenue | |
$ | 20,325 | | |
$ | 110,704 | |
| Cost of revenue | |
| 39,924 | | |
| 45,542 | |
| Gross margin | |
| (19,599 | ) | |
| 65,162 | |
| Operating expenses: | |
| | | |
| | |
| Selling, general and administrative | |
| 3,004,879 | | |
| 255,281 | |
| Research and development | |
| 1,486,082 | | |
| 522,198 | |
| Total operating expenses | |
| 4,490,961 | | |
| 777,479 | |
| Loss from operations | |
| (4,510,560 | ) | |
| (712,317 | ) |
| Other income: | |
| | | |
| | |
| Other income | |
| 51,725 | | |
| 18,340 | |
| Loss before income taxes | |
| (4,458,835 | ) | |
| (693,977 | ) |
| Income tax expense | |
| — | | |
| — | |
| Net loss | |
$ | (4,458,835 | ) | |
$ | (693,977 | ) |
| Net loss per share of common stock, basic and diluted | |
$ | (0.28 | ) | |
$ | (0.25 | ) |
| Weighted-average shares of common stock outstanding, basic and diluted | |
| 16,064,920 | | |
| 2,725,467 | |
| Comprehensive loss: | |
| | | |
| | |
| Foreign currency translation adjustments | |
| (23,541 | ) | |
| 266 | |
| Total comprehensive loss | |
$ | (4,482,376 | ) | |
$ | (693,711 | ) |
SWARMER, INC
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| | |
Three Months Ended March 31, | |
| Operating activities: | |
2026 | | |
2025 | |
| Net loss | |
$ | (4,458,835 | ) | |
$ | (693,977 | ) |
| Adjustments to reconcile net loss to net cash used in operating activities: | |
| | | |
| | |
| Depreciation expense | |
| 38,237 | | |
| — | |
| Amortization of ROU asset | |
| 15,690 | | |
| — | |
| Share-based compensation expense | |
| 281,880 | | |
| 10,233 | |
| Changes in operating assets and liabilities: | |
| | | |
| | |
| Unbilled revenue | |
| — | | |
| (34,269 | ) |
| Prepaid expenses and other current assets | |
| (220,046 | ) | |
| (23,036 | ) |
| Other assets | |
| (128,108 | ) | |
| (2,945 | ) |
| Accounts payable | |
| 98,580 | | |
| 40,890 | |
| Accrued expenses and other liabilities | |
| 133,172 | | |
| 6,570 | |
| Deferred revenue | |
| (20,332 | ) | |
| 14,737 | |
| Operating lease liability | |
| (17,286 | ) | |
| — | |
| Net cash used in operating activities | |
| (4,277,048 | ) | |
| (681,797 | ) |
| Investing activities: | |
| | | |
| | |
| Purchase of property and equipment | |
| (124,331 | ) | |
| — | |
| Cash used in investing activities | |
| (124,331 | ) | |
| — | |
| Financing activities: | |
| | | |
| | |
| Proceeds from initial public offering, net of underwriting discounts | |
| 16,015,000 | | |
| — | |
| Proceeds from sale of Series A-1 convertible preferred stock | |
| 3,472,095 | | |
| — | |
| Payment of deferred financing costs | |
| (870,790 | ) | |
| — | |
| Cash provided by financing activities | |
| 18,616,305 | | |
| — | |
| Effect of exchange rates on cash and cash equivalents | |
| (26,336 | ) | |
| (1,785 | ) |
| Net increase (decrease) in cash and cash equivalents | |
| 14,188,590 | | |
| (683,582 | ) |
| Cash and cash equivalents at the beginning of the period | |
| 9,283,566 | | |
| 2,081,086 | |
| Cash and cash equivalents at the end of the period | |
$ | 23,472,156 | | |
$ | 1,397,504 | |
| Supplemental non-cash investing and financing activities: | |
| | | |
| | |
| Conversion of Series A convertible preferred stock into common stock and pre-funded warrants | |
$ | 22,485,768 | | |
$ | — | |
| Financing costs included in accounts payable | |
$ | 22,500 | | |
$ | — | |