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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):
November 10, 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 November 10, 2026, Swarmer, Inc issued a press release
announcing its financial results for the third quarter and nine months ended September 30, 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 November 10, 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 on its behalf by the undersigned hereunto duly authorized.
| |
Swarmer, Inc |
| Date: November 10, 2026 |
|
|
| |
By: |
/s/ Alexander Fink |
| |
Name: |
Alexander Fink |
| |
Title: |
Chief Executive Officer (U.S.) and President |
Exhibit 99.1
Swarmer Reports
Third Quarter 2026 Financial Results and Provides Business Update
AUSTIN, Texas, Nov. 10, 2026 — Swarmer, Inc (“Swarmer”
or the “Company) (NASDAQ: SWMR), a defense technology company whose autonomy software has supported more than 100,000 real-world
combat missions in Ukraine since April 2024, today announced financial results for the third quarter ended September 30, 2026, and provided
an update on its strategy and recent business developments.
Management Commentary
“The third quarter marked a pivotal period for Swarmer as we
made meaningful progress toward our vision of bringing combat-tested technologies from Ukraine to allied nations,” said Alex Fink,
Swarmer’s President and U.S. CEO. “With the pending acquisition of Ratel Robotics, our planned acquisition of intellectual
property and R&D personnel from Vataga Drone, and our expanding relationship with Vectus Air Defense, we believe we are transforming
Swarmer from a standalone software provider into a supplier of integrated, end-to-end defense solutions.”
“Ground vehicles, air defense and integrated autonomous drone
kits represent the three pillars of our expanding market position,” Fink said. “We anticipate these initiatives will strengthen
our capabilities and position us to pursue larger opportunities through direct government sales. We remain committed to our vendor-agnostic
software platform while investing in the hardware capabilities needed to deliver complete solutions with autonomy built in from the start.”
Third Quarter 2026
and Recent Operational Highlights
| · | Ratel Robotics: Signed a definitive agreement on September
9, 2026, to acquire Ratel Robotics (“Ratel”), a leading Ukrainian manufacturer of unmanned ground vehicles (UGV). Shareholders
approved the related issuance of common stock on November 2, 2026. Swarmer expects the acquisition to close in November 2026, subject
to remaining closing conditions. Ratel’s preliminary unaudited revenue was $42.1 million for the first nine months of 2026, including
$32.5 million in the third quarter and $14.9 million in September. These figures were prepared by Ratel’s management, have not
been reviewed or audited by Swarmer’s independent registered public accounting firm, were not prepared in accordance with U.S.
generally accepted accounting principles, and may change. |
| | | |
| · | Ratel outlook: Management expects Ratel to generate fourth
quarter 2026 revenue of $35 million to $40 million, with operating margins of 13% to 17%. As of September 30, 2026, Ratel has approximately
$65.1 million in backlog under previously signed government contracts, and the acquisition agreement includes performance-based earnouts
tied to future revenue and operating income targets. These estimates and targets are not guarantees of future performance. |
| | | |
| · | Vataga Drone: Announced a pending acquisition of intellectual
property and research and development personnel associated with Vataga Drone, including designs and technologies for combat-tested quadcopters,
interceptors and initiation boards. |
| | | |
| · | Vectus Air Defense Systems: Entered into a memorandum
of understanding to manufacture and sell complete air defense systems. Swarmer holds a 20% equity interest in Vectus. Subject to definitive
agreements and customary approvals, Vectus has expressed an intent to purchase at least 40 systems in the first year after production
begins and at least 80 in the second. The estimated MSRP is $5 million to $6 million per system and these are not binding orders or recognized
revenue. |
The Company’s reported third-quarter results do not include Ratel’s
financial performance as the Ratel acquisition remains pending.
Third Quarter 2026
Financial Results
Unless otherwise noted, comparisons
are with the third quarter ended Sept. 30, 2025.
| · | Revenue
was $25,554, compared with $35,771 a year earlier. Revenue primarily reflected support services
under existing customer agreements. |
| · | Gross
loss was $47,093, compared with a gross loss of $9,670 in the prior-year quarter. |
| · | Operating expenses were approximately $9.4 million, compared
with $0.8 million in the third quarter of 2025. Operating expenses in the third quarter of 2026 included approximately $1.7 million in
noncash stock-based compensation expenses, compared with $18 thousand the third quarter of 2025. |
| · | Net
loss was approximately $9.3 million, compared with approximately $3.4 million in the prior-year
quarter. |
| · | Cash
and cash equivalents totaled approximately $37.3 million as of Sept. 30, 2026, compared with
$25.3 million as of June 30, 2026. The increase was primarily driven by proceeds under
the company’s equity line of credit. |
Conference Call
Management will host its third-quarter
earnings conference call today, November 10, 2026, at 5:00 p.m. Eastern time to discuss these results in more detail, followed
by a question-and-answer session.
Registration Link: https://swarmer-3q2026.open-exchange.net/registration.
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’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. For more information, visit www.swarmer.com.
Forward-Looking Statements
This press release contains forward-looking
statements within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended.
Forward-looking statements include statements about Swarmer’s
strategy, future financial and operating results, 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; the Company’s plans
to expand adoption of its autonomy software across additional unmanned platforms and domains, including aerial and ground-based autonomous
systems; the proposed acquisition of Ratel Robotics, including the anticipated timing and completion of the acquisition, the satisfaction
of remaining closing conditions, the achievement of performance or delivery milestones, the integration of Ratel Robotics’ personnel,
operations, technology and products, and the anticipated operational, commercial and strategic benefits of the acquisition; Ratel Robotics’
estimated revenue and operating margins for the fourth quarter of 2026 and its future revenue growth; the expected benefits of the memorandum
of understanding with Vectus Air Defense Systems, including the manufacture, sale and deployment of mobile air defense systems and Vectus’s
stated intent to purchase systems; the proposed acquisition of certain intellectual property of Vataga Drone and the planned addition
of its engineering team; the Company’s liquidity, capital resources, use of its equity line of credit, need for additional financing
and ability to continue as a going concern; the Company’s strategy to evaluate and pursue additional strategic opportunities; planned
investment in engineering, product development, operational and platform integration capabilities; and the Company’s ability to
become a foundational software layer for autonomous and collaborative systems.
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; the Company’s need for additional capital,
the availability of funds under its equity line of credit and the dilution resulting from sales under it; the risk that the acquisition
of Ratel Robotics is not completed on the anticipated timeline or at all, or that its anticipated benefits are not realized; difficulties
integrating acquired businesses, technology and personnel, including in Ukraine; the risk that the unaudited financial information and
estimates for Ratel Robotics, which were prepared by Ratel Robotics’ management and have not been reviewed or audited by the Company’s
independent registered public accounting firm or prepared in accordance with U.S. generally accepted accounting principles, change materially
or do not reflect results Ratel Robotics will achieve as part of the Company; 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, its 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. Additional risks and uncertainties are described in Swarmer’s filings with the Securities and Exchange Commission, including
under the caption “Risk Factors” in Swarmer’s most recent registration statement, most recent Quarterly Report on Form 10-Q
and other filings filed with or furnished to the SEC.
Investor relations: swarmer@icr-inc.com
Media relations: media@swarmer.com
