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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):
September 9, 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 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
1.01 Entry into a Material Definitive Agreement.
On
September 9, 2026, Swarmer, Inc, a Delaware corporation (the “Company”), announced that it executed a Participatory
Interests Purchase Agreement (the “Purchase Agreement”) with Taras Ihorovych Ostapchuk (“Ostapchuk”),
Mykola Oleksandrovych Paliienko (“Paliienko”), Taras Ivanovych Murashko (“Murashko”) and Denys Volodymyrovych
Gorovyi (together with Ostapchuk, Paliienko and Murashko, the “Indirect Sellers”), and the direct sellers party thereto
from time to time pursuant to joinders to the Purchase Agreement (collectively, the “Direct Sellers” and, together
with the Indirect Sellers, the “Sellers”) (the transactions contemplated by the Purchase Agreement, the “Acquisition”).
Purchase
Agreement
On
September 9, 2026 (the “Signing Date”), the Company entered into the Purchase Agreement pursuant to which, subject
to the terms and conditions of the Purchase Agreement, the Company will purchase from the Direct Sellers all of the participatory interests
in LIMITED LIABILITY COMPANY “JK LAND VEHICLES” (d/b/a Ratel Robotics), a limited liability company existing under the laws
of Ukraine, identification code 45018662 (“Ratel Robotics”), which together comprise 100% of its charter capital. Capitalized
terms used but not otherwise defined herein will have those meanings ascribed to such terms in the Purchase Agreement.
The
Acquisition is expected to close in the fourth quarter of 2026, subject to the satisfaction of the closing conditions set forth in the
Purchase Agreement.
Consideration
Subject to the terms and conditions
of the Purchase Agreement, the Company will pay consideration to the Sellers for the Acquisition of (i) an estimated $7.2 million
in cash at the closing of the Acquisition (the “Closing”), subject to certain adjustments as provided in the Purchase
Agreement, (ii) 1,064,942 shares of the Company’s common stock, par value $0.00001 per share (“common stock,”
and such shares of common stock issued at Closing, the “Closing Stock Consideration”), to be issued to the Direct Sellers
at the Closing, (iii) up to $7.2 million payable following the Closing if certain revenue and Operating Income targets are achieved
for the fiscal year ending December 31, 2026 (the “Cash Earnout Consideration”) and (iv) up to 4,422,125
shares of common stock issuable to the Direct Sellers following the Closing, if certain revenue and Operating Income targets are achieved
for each of the fiscal years ending December 31, 2026, 2027 and 2028 (the “Stock Earnout Consideration” and together
with the Closing Stock Consideration, the “Stock Consideration”). The Stock Earnout Consideration may be earned in
full, in part (pursuant to a partial payment formula based on the degree of achievement of the applicable revenue and Operating Income
targets), or not at all for each applicable fiscal year as further detailed in the Purchase Agreement. The Purchase Agreement also includes
a catch-up mechanism that permits the Direct Sellers, subject to specified limitations and procedures, to reallocate revenue and/or Operating
Income among applicable earnout periods for purposes of determining whether, and to what extent, Earnout Consideration is payable. In
addition, if the employment of Ostapchuk is terminated by Ratel Robotics at the Company’s direction without Cause, or if Ostapchuk
resigns for Good Reason, the maximum Earnout Consideration for each earnout period that has not yet been finally determined will become
payable in full, subject to the terms of the Purchase Agreement. All shares of common stock issued as Stock Consideration shall be subject
to a customary six-month lock-up period starting on the applicable date of issuance.
In addition, the Purchase
Agreement provides that, in connection with the Closing, the Company will effect an aggregate of $800,000 in cash incentive payments and
grant 118,326 restricted stock units to certain employees of Ratel Robotics, and, subject to the 2026 earnout becoming payable and any
applicable ratable reduction based on the finally determined 2026 earnout payout, the Company will effect up to an additional $800,000
in cash incentive payments and grant up to 118,326 restricted stock units to such employees. The restricted stock units will be granted
under the Company’s 2026 Equity Incentive Plan and will be subject to the terms and conditions set forth in the Purchase Agreement
and the applicable award agreements.
Pursuant
to Nasdaq Listing Rule 5635(a), the issuance of the Stock Consideration (the “Stock Consideration Issuance”) is
subject to the approval of the Company’s stockholders. As promptly as reasonably practicable following the Signing Date, the Company
has agreed to file a proxy statement and to call and hold a meeting of its stockholders for purposes of seeking such approval.
Representations,
Warranties and Covenants
The
Purchase Agreement contains customary representations, warranties and covenants made by the Sellers, concerning the Sellers and Ratel
Robotics, and by the Company, including, among others, covenants regarding the conduct of Ratel Robotics’ business during the pendency
of the Acquisition, obligations to use efforts to consummate the Acquisition, obligations relating to the preparation and filing of a
proxy statement and other SEC filings related thereto and convening a special meeting of the Company’s stockholders to approve the
Stock Consideration Issuance, and restrictions on the Sellers and their respective affiliates engaging in certain business activities
following the Closing. The Purchase Agreement also provides for mutual indemnification subject to customary limitations.
During
the earnout period, the Company will also be subject to certain covenants concerning the operation of Ratel Robotics, including, without
limitation, covenants relating to the calculation of the applicable earnout targets and restrictions on certain changes to Ratel Robotics’
operations, personnel and organizational structure.
Conditions
to Closing
Each
party’s obligation to consummate the Acquisition is also subject to the accuracy of the representations and warranties of the other
parties (subject to certain customary exceptions) and the performance in all material respects of the other parties’ respective
covenants under the Purchase Agreement. The respective obligations of the parties to consummate the Acquisition are also conditioned upon,
among other things, (a) if required, the approval, clearance or non-objection of the Antimonopoly Committee of Ukraine with respect
to the Acquisition and the restrictive covenants in the Purchase Agreement to the extent covering the territory of Ukraine, (b) the
approval of the Stock Consideration Issuance by the Company’s stockholders, (c) Ratel Robotics and Ostapchuk having executed
an employment agreement in a form contemplated by the Purchase Agreement and (d) the absence of any order or law making the consummation
of the transactions illegal or any pending action seeking to restrain, prohibit or delay the transactions.
The
obligations of the Sellers to consummate the Acquisition are also conditioned upon (a) the shares of common stock issuable as Stock
Consideration having been approved for listing on Nasdaq, subject to official notice of issuance, and (b) the absence of a material
adverse effect with respect to the Company. Additionally, the Company’s obligation to consummate the Acquisition is further conditioned
upon (a) completion of the restructuring pursuant to which the Direct Sellers will acquire the participatory interests and become
parties to the Purchase Agreement and (b) Ratel Robotics having not suffered a material adverse effect.
Termination
The
Purchase Agreement allows the parties to terminate the Purchase Agreement if certain customary conditions described in the Purchase Agreement
are not satisfied, including, without limitation, each party’s right to terminate, subject to certain limited exceptions, if the
Acquisition is not consummated by January 7, 2027.
If
the Purchase Agreement is validly terminated, none of the parties to the Purchase Agreement will have any liability or further obligation
under the Purchase Agreement, except for specified provisions, including confidentiality, public announcements and certain general provisions,
and liability for Fraud or willful breach.
Lock-up
Agreement
Pursuant
to the Purchase Agreement, the Direct Sellers will enter into a lock-up agreement (the “Lock-Up Agreement”) with the
Company at the Closing. Pursuant to the Lock-Up Agreement, the Direct Sellers will agree, among other things, to be subject to a lock-up
period with respect to any shares of common stock issued to the Direct Sellers under the Purchase Agreement, which will last for a period
of six months after the issuance of such shares, subject to certain limited customary exceptions.
The form of the Lock-up Agreement is attached to the Purchase Agreement as Exhibit A.
Registration
Rights Agreement
Pursuant
to the Purchase Agreement, the Company has agreed to enter into a Registration Rights Agreement with the Direct Sellers at the Closing
(the “Registration Rights Agreement”) relating to the registration for resale of the shares of common stock issued
as Stock Consideration (the “Registrable Securities”). Under the Registration Rights Agreement, when the Company becomes
eligible to file a registration statement on Form S-3, the Company will agree to file a registration statement on Form S-3 under
the Securities Act of 1933, as amended (the “Securities Act”) with respect to the resale of the Registrable Securities
and to use reasonable best efforts to cause such registration statement to be declared effective under the Securities Act as soon as reasonably
practicable thereafter.
The form of the Registration Rights Agreement is attached to the Purchase Agreement as Exhibit C.
The
foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full
text of the Purchase Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K (this “Report”)
and incorporated by reference herein.
The
Purchase Agreement is filed with this Report to provide security holders with information regarding its terms. It is not intended to provide
any other factual information about the Company, Ratel Robotics or any other party thereto. The representations, warranties and covenants
contained in the Purchase Agreement were made solely for purposes of such agreement and as of specific dates, are solely for the benefit
of the parties to the Purchase Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified
by confidential disclosures made for the purpose of allocating contractual risk between the parties to the Purchase Agreement instead
of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ
from those applicable to security holders. Security holders should not rely on the representations, warranties and covenants or any descriptions
thereof as characterizations of the actual state of facts or condition of the Company, Ratel Robotics or any other party to the Purchase
Agreement. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the
Purchase Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures, except to
the extent required by law.
Item
3.02 Unregistered Sales of Equity Securities.
The
disclosure contained in Item 1.01 above with respect to the shares of common stock to be issued as Stock Consideration is hereby incorporated
by reference into this Item 3.02. The shares of common stock issuable pursuant to the Purchase Agreement will not be registered under
the Securities Act and will be issued in reliance on the exemption from registration requirements thereof provided by Section 4(a)(2) of
the Securities Act, Regulation D promulgated thereunder and/or Regulation S promulgated thereunder. Under the Purchase Agreement, each
Seller has represented that such seller is either an “accredited investor” as defined in Rule 501(a) under Regulation
D or a non-U.S. person acquiring the securities in an offshore transaction in accordance with Regulation S, and that each is acquiring
such equity for investment purposes and not with a view to, or for sale in connection with, any distribution thereof in violation of the
Securities Act. Each Seller also represented that such Seller had received and reviewed the information it deemed necessary to make an
investment decision and had an opportunity to ask questions and obtain additional information regarding the Company.
Item
7.01 Regulation FD Disclosure.
Press
Release
On
September 10, 2026, the Company issued a press release announcing the Acquisition. A copy of the press release is furnished as Exhibit 99.1
hereto and incorporated by reference herein. The information disclosed under this Item 7.01, including Exhibit 99.1, is being furnished
and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall
it be incorporated by reference into any registration statement or other document pursuant to the Securities Act, except as expressly
set forth in such filing.
Note
Regarding Forward-Looking Statements
This
Report contains forward-looking statements within the meaning of the federal securities laws, including statements concerning the proposed
acquisition of Ratel Robotics; the anticipated timing, terms, consideration and completion of the Acquisition; the satisfaction of closing
conditions; and the achievement of performance or delivery milestones. Forward-looking statements may be identified by words such as “anticipate,”
“believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,”
“potential,” “project,” “should,” “will,” “would” and similar expressions.
These
statements are based on current expectations and assumptions and are subject to risks and uncertainties that could cause actual results
to differ materially. These risks include the possibility that the Acquisition may be delayed, modified or terminated; closing conditions
may not be satisfied; required approvals may not be obtained; performance or delivery milestones may not be achieved; projected
revenue, production or demand may not materialize; integration may require more time or expense than anticipated; expected benefits may
not be realized; key personnel, customers or suppliers may not be retained; and the Company may assume unforeseen liabilities. Additional
risks include cybersecurity, safety, testing, validation and field-performance risks; reliance on government customers and procurement
processes; operations in active conflict zones, including Ukraine; geopolitical developments; sanctions, export-control and defense-trade-control
requirements; supply-chain constraints; competition; and other risks described in the Company’s filings with the SEC.
Forward-looking
statements speak only as of the date of this Report. The Company undertakes no obligation to update or revise any forward-looking statement,
whether because of new information, future events or otherwise, except as required by applicable law. Additional risks and uncertainties
are described in the Company’s filings with the SEC, including under the caption “Risk Factors” in the Company’s
registration statement and other filings filed with or furnished to the SEC.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. |
|
Description |
| 2.1* |
|
Participatory
Interests Purchase Agreement, dated September 9, 2026, by and among Swarmer, Inc, Taras Ihorovych Ostapchuk, Mykola Oleksandrovych
Paliienko, Taras Ivanovych Murashko, Denys Volodymyrovych Gorovyi and the Direct Sellers party thereto from time to time |
| |
|
|
| 99.1 |
|
Press
Release issued by the Company on September 10, 2026 |
| |
|
|
| 104 |
|
Cover Page Interactive
Data File (embedded within the inline XBRL document) |
* Schedules (or similar attachments) have been omitted from this filing
pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule will be furnished to the SEC or its staff upon request.
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: September 10, 2026 |
By: |
/s/ Alexander Fink |
| |
|
Alexander Fink |
| |
|
Chief Executive Officer (U.S.) and President |
Exhibit
99.1
Swarmer Enters
Into Definitive Agreement to Acquire Ratel Robotics, a Leading Ukrainian Unmanned Ground Vehicle Manufacturer, for Up to $224 Million
Swarmer’s
first major acquisition under board chairman Erik Prince expands company’s platform with Ratel’s entire catalogue of combat-proven
UGVs
AUSTIN, Texas, Sept. 10, 2026 – Swarmer, Inc (“Swarmer”)
(NASDAQ: SWMR), a drone autonomy platform company which has supported more than 100,000 real-world combat missions in Ukraine since April
2024, today announced it has entered into a definitive agreement to acquire Ratel Robotics (Ratel), a leading manufacturer of
unmanned ground vehicles (UGV) in Ukraine. The consideration for the acquisition includes a mix of cash and stock worth up to $224 million
if all earnout milestones are met. Closing remains subject to customary conditions and any required legal, regulatory and shareholder
approvals.
This year, Ratel Robotics has secured contracts totaling $86 million
and is in contract discussions with multiple NATO nations under the “Build With Ukraine” initiative. Its portfolio includes
several modular UGVs that are currently being used for battlefield logistics, casualty evacuations, reconnaissance, drone launching and
demining. The company is also developing two unmanned aerial vehicles (UAV) variants, mobile workshops and solar-powered trailers.
“Ratel is a major provider of UGVs for Ukraine," said Alex
Fink, President and U.S. CEO of Swarmer. “We believe that UGVs can act as a universal launch-platform for UAVs, interceptors and
other unmanned autonomous assets. Combining a battle-tested launch platform with our combat-proven autonomy software is the key to creating
versatile, interoperable solutions. We are excited to have Taras Ostapchuk and his team at Ratel Robotics be the first to join Swarmer
and grow our business in Ukraine and beyond.”
Ratel Robotics has more than 300 employees who are expected to join
Swarmer upon closing, bringing the entire pro forma company’s size to nearly 500 employees. Ostapchuk will continue in his role
as founder and CEO of Ratel Robotics and will report directly to Fink.
“Having served in the armed forces of Ukraine, I understand
firsthand the risks soldiers face on the battlefield,” Ostapchuk said. “That experience inspired me to create robotic systems
capable of taking on the most dangerous missions and protecting human lives. Together with Swarmer, we plan to combine ground capabilities
and aerial capabilities with increasing levels of autonomy. This is the next stage in the evolution of modern warfare – putting
fewer people in harm’s way and having more unmanned assets take on the risk.”
Ratel Robotics’ products account for approximately 37% of the
entire 11 billion UAH ($246.85 million) spent by the Ukrainian Ministry of Defense Procurement Agency on UGV procurement contracts
from Jan. 1 to April 18, 2026.
“In my recent letter to shareholders, I stated our objective
to build a platform company for products that have been tested on the battlefield and proven effective under the most demanding operational
conditions,” said Erik Prince, Swarmer’s chairman of the board. “Ratel precisely fits that mission. I believe Swarmer
can accelerate its capabilities, scale its reach and integrate it with other proven technologies. Our objective is straightforward: assemble
the best systems that have been forged in combat into one decisive, integrated solution.”
# # #
About Ratel Robotics
Ratel Robotics is a top manufacturer of unmanned systems in Ukraine
that has been developing versatile solutions to support Ukrainian Defense Forces on the battlefield since 2023. Ratel Robotics’
unmanned ground vehicles (UGVs) perform logistics, evacuation, engineering, demining, strike and drone launch missions in the most challenging
areas of the frontline, reducing risks to military personnel and saving lives.
Today, Ratel Robotics is actively expanding its aerial systems, advancing
autonomy solutions and developing an integrated ecosystem of unmanned technologies designed to further strengthen Ukraine’s defense
capabilities. Every serial Ratel H and Ratel M model produced by Ratel Robotics carries a NATO stock number under the NCAGE code A3X8J
as well as an AQAP 2110 certificate, the NATO standard for quality assurance throughout design, development and production. For more
information, visit: https://robots.com.ua/en/.
About Swarmer
Swarmer™ (Nasdaq: SWMR) 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. 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 statements concerning the proposed acquisition of Ratel Robotics; the anticipated timing,
terms, consideration and completion of the proposed acquisition; the satisfaction of closing conditions; the achievement of performance
or delivery milestones; the expected integration of Ratel Robotics’ personnel, operations, technology and products; projected revenue,
production capacity and customer demand; and the anticipated operational, commercial and strategic benefits of the proposed acquisition.
Forward-looking statements may be identified by words such as “anticipate,” “believe,” “could,” “estimate,”
“expect,” “intend,” “may,” “plan,” “potential,” “project,” “should,”
“will,” “would” and similar expressions.
These statements are based on current expectations and assumptions
and are subject to risks and uncertainties that could cause actual results to differ materially. These risks include the possibility
that the proposed acquisition may be delayed, modified or terminated; closing conditions may not be satisfied; required approvals or
financing may not be obtained; performance or delivery milestones may not be achieved; projected revenue, production or demand may not
materialize; integration may require more time or expense than anticipated; expected benefits may not be realized; key personnel, customers
or suppliers may not be retained; and Swarmer may assume unforeseen liabilities. Additional risks include cybersecurity, safety, testing,
validation and field-performance risks; reliance on government customers and procurement processes; operations in active conflict zones,
including Ukraine; geopolitical developments; sanctions, export-control and defense-trade-control requirements; supply-chain constraints;
competition; and other risks described in Swarmer’s filings with the Securities and Exchange Commission.
Forward-looking statements speak only as of the date of this press
release. Swarmer undertakes no obligation to update or revise any forward-looking statement, whether because of new information, future
events or otherwise, except as required by applicable 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 registration
statement and other filings filed with or furnished to the SEC.
Investor Contact (Swarmer): swmr@gateway-grp.com
Media Contact (Swarmer): media@getswarmer.tech
