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):
March 16, 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 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
2026 Equity Incentive Plan
In connection with the initial public offering (the “IPO”)
by Swarmer, Inc (the “Company”) of its common stock, par value $0.00001, described in the prospectus, dated March 16, 2026,
filed with the Securities and Exchange Commission (the “SEC”) pursuant to Rule 424(b)
(the “Prospectus”) of the Securities Act of 1933, as amended (the “Securities Act”), which is deemed to be part
of the Registration Statement on Form S-1 (File No. 333-293123) (as amended, the “Registration Statement”) and declared effective
by the SEC on March 16, 2026, the Company’s Board of Directors approved the Company’s 2026 Equity Incentive Plan (the “2026
Plan”), a copy of which is filed hereto as Exhibit 10.1 and is incorporated herein by reference. For further information regarding
the 2026 Plan, see “Executive and Director Compensation” in the Prospectus.
The above description of the 2026 Plan is not complete and is qualified
in its entirety by reference to such exhibit.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
On March 18, 2026, the Company filed its Third Amended and Restated
Certificate of Incorporation (the “Charter”), in the form attached hereto as Exhibit 3.1, with the Secretary of State of the
State of Delaware in connection with the closing of the IPO. The Charter, among other things, provides that the Company’s authorized
capital stock consists of 200,000,000 shares of common stock and 10,000,000 shares of preferred stock. The Company’s board of directors
and stockholders previously approved the Charter effective as of and contingent upon the closing of the IPO.
In addition, on March 18, 2026, in connection with the closing of the
IPO, the Company’s Amended and Restated Bylaws (the “Bylaws”), substantially in the form previously filed as Exhibit
3.7 to the Registration Statement, became effective. The Company’s board of directors and stockholders previously approved the Bylaws
effective as of and contingent upon the closing of the IPO.
The Charter and Bylaws are filed herewith as Exhibit 3.1 and Exhibit
3.2, respectively, and are incorporated herein by reference. A description of the material terms of the Company’s capital stock,
after giving effect to the adoption of the Charter and Bylaws, has previously been reported by the Company in the Registration Statement.
Item 8.01 Other Events.
On March 16, 2026, the Company issued the press
release attached hereto as Exhibit 99.1 to this Current Report on Form 8-K, announcing the pricing of the IPO.
On March 18, 2026, the Company completed its IPO
of 3,450,000 shares of its common stock at a public offering price of $5.00 per share, which amount reflects the underwriter’s full
exercise of the overallotment option granted by the Company to the underwriter. The gross proceeds to the Company from the IPO were approximately
$17.3 million, before deducting underwriting discounts and commissions and other offering expenses payable by the Company.
Additionally, on March 18, 2026, the Company issued
the press release attached hereto as Exhibit 99.2 to this Current Report on Form 8-K, announcing the closing of the IPO.
In connection with the closing of the IPO, the
Company’s outstanding shares of Series A Preferred Stock converted (the “Conversion”) into (i) 6,137,634 shares of common
stock and (ii) pre-funded warrants to purchase up to 1,799,970 shares of common stock. The conversion of certain shares of Series A Preferred
Stock into pre-funded warrants was pursuant to an election made by certain investors pursuant to the terms of the Company’s then-existing
second amended and restated certificate of incorporation. Upon completion of the IPO and the Conversion, the Company has 10,998,609 shares
of common stock outstanding. The pre-funded warrants have an exercise price of $0.01 per share, subject to certain adjustments therein,
are immediately exercisable and expire upon exercise in full. The foregoing summary of the pre-funded warrants does not purport to be
complete and is subject to, and qualified in its entirety by, such document attached as Exhibit 4.1 hereto.
The information in this Item 8.01 (including the exhibits) shall not
be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act
or the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| |
|
| 3.1 |
|
Third Amended and Restated Certificate of Incorporation of Swarmer, Inc. |
| |
|
| 3.2 |
|
Amended and Restated Bylaws of Swarmer, Inc. |
| |
|
| 4.1 |
|
Form of Pre-Funded Warrant. |
| |
|
| 10.1 |
|
Swarmer, Inc 2026 Equity Incentive Plan. |
| |
|
|
| 99.1 |
|
Press Release dated March 16, 2026. |
| |
|
|
| 99.2 |
|
Press Release dated March 18, 2026. |
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: March 18, 2026 |
|
|
| |
By: |
/s/ Alexander Fink |
| |
Name: |
Alexander Fink |
| |
Title: |
Chief Executive Officer (U.S.) and President |
Exhibit 99.1
Swarmer Announces Pricing of Initial Public Offering
Austin, TX – March 16, 2026 – Swarmer, Inc (“Swarmer”),
a drone autonomy software company supporting operations in Ukraine, today announced the pricing of its initial public offering (the “Offering”)
of 3,000,000 shares of its common stock (the “Common Stock”) at a public offering price of $5.00 per share. All of the shares
of Common Stock are being offered by Swarmer. The gross proceeds from the Offering, before deducting underwriting discounts and commissions
and other offering expenses payable by Swarmer, are expected to be approximately $15.0 million. Swarmer intends to use net proceeds from
this Offering for funding of ongoing operations, including expansion of capabilities and our product offering, hiring employees, integration
with the hardware of drone manufacturers, and for working capital and other general corporate purposes
In addition, Swarmer has granted the underwriter a 30-day option to
purchase up to an additional 450,000 shares of its Common Stock at the public offering price, less underwriting discounts and commissions.
Swarmer’s Common Stock is expected to begin trading on the Nasdaq
Capital Market on March 17, 2026, under the ticker symbol “SWMR.” The Offering is expected to close on or about March 18,
2026, subject to the satisfaction of customary closing conditions.
Lucid Capital Markets is acting as sole bookrunner
for the Offering.
A registration statement on Form S-1 (File No. 333-293123), as amended,
relating to the Common Stock being sold in the Offering has been filed with the U.S. Securities and Exchange Commission (the “SEC”)
and became effective on March 16, 2026. A preliminary prospectus related to the Offering has been filed with the SEC and can be accessed
through the SEC’s website at www.sec.gov. The Offering is being made only by means of a written prospectus. A copy of the final
prospectus related to the Offering will be filed with the SEC, and may be obtained, when available, from: Lucid Capital Markets,
LLC, 570 Lexington Avenue, 40th Floor, New York, NY 10022.
This press release does not constitute an offer to sell or the solicitation
of an offer to buy these securities, nor will there be any sale of these securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state, province,
territory or other jurisdiction.
About Swarmer
Swarmer is a defense technology company that specializes in vendor-agnostic
technologies that address critical operational challenges faced by modern military forces. Swarmer’s primary mission areas include
autonomous swarm coordination, multi-domain unmanned systems integration, AI-powered collaborative autonomy, and command and control software
for distributed robotic operations. The company’s primary customer base consists of drone manufacturers who license Swarmer’s
software for integration with their hardware platforms. 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. With headquarters in Austin, Texas, Swarmer maintains operations and teams in Ukraine, Poland and
Estonia.
Cautionary Statement Concerning Forward-Looking
Statements
Certain statements contained in this press
release constitute forward-looking statements, including with respect to the closing of the initial public offering. Management has based
these forward-looking statements on its current expectations, assumptions, estimates and projections. While they believe these expectations,
assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown
risks and uncertainties, many of which are beyond management's control. These statements involve risks and uncertainties that may cause
Swarmer’s actual results, performance or achievements to differ materially from any future results, performance or achievements
expressed or implied by these forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers
are cautioned not to put undue reliance on forward-looking statements, and, except as required by law, Swarmer assumes no obligation and
does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise.
Contact:
swarmer@icrinc.com
Exhibit 99.2
SWARMER
Announces Closing of INITIAL Public Offering OF
common
stock AND FULL EXERCISE OF UNDERWRITERS’ OPTION TO PURCHASE
ADDITIONAL
SHARES
AUSTIN, Texas, March
18, 2026 — Swarmer, Inc (Nasdaq: SWMR) (the “Company” or “Swarmer”), a drone autonomy software company
supporting operations in Ukraine, today announced the closing of its previously announced underwritten initial public offering (the “Offering”)
of 3,450,000 newly-issued shares of common stock, including the full exercise by the underwriters of their option to purchase 450,000
additional shares of common stock, at a price to the public of $5.00 per share. The shares are listed for trading on the Nasdaq Capital
Market under the ticker symbol “SWMR.” The net proceeds to the Company from the offering, after deducting the underwriter
discounts and commissions and estimated offering expenses, were approximately $14.7 million. Swarmer intends to use net proceeds from
this Offering for funding of ongoing operations, including expansion of capabilities and our product offering, hiring employees, integration
with the hardware of drone manufacturers, and for working capital and other general corporate purposes.
Lucid Capital Markets
acted as sole bookrunner for the Offering.
A registration statement
on Form S-1 (File No. 333-293123), as amended, relating to the Common Stock sold in the Offering was filed with the U.S. Securities and
Exchange Commission (the “SEC”) and became effective on March 16, 2026. A copy of the final prospectus related to the Offering
was filed with the SEC and can be accessed through the SEC’s website at www.sec.gov. Copies may be obtained from: Lucid
Capital Markets, LLC, 570 Lexington Avenue, 40th Floor, New York, NY 10022.
This press release does
not constitute an offer to sell or the solicitation of an offer to buy these securities, nor will there be any sale of these securities
in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under
the securities laws of any such state, province, territory or other jurisdiction.
About Swarmer
Swarmer is a defense
technology company that specializes in vendor-agnostic technologies that address critical operational challenges faced by modern military
forces. Swarmer’s primary mission areas include autonomous swarm coordination, multi-domain unmanned systems integration, AI-powered
collaborative autonomy, and command and control software for distributed robotic operations. The Company’s primary customer base
consists of drone manufacturers who license Swarmer’s software for integration with their hardware platforms. 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. With headquarters in Austin, Texas, Swarmer maintains operations
and teams in Ukraine, Poland and Estonia.
Cautionary Statement
Concerning Forward-Looking Statements
Certain statements contained
in this press release constitute forward-looking statements, including with respect to the use of proceeds of the Offering. Management
has based these forward-looking statements on its current expectations, assumptions, estimates and projections. While they believe these
expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve
known and unknown risks and uncertainties, many of which are beyond management's control. These statements involve risks and uncertainties
that may cause Swarmer’s actual results, performance or achievements to differ materially from any future results, performance or
achievements expressed or implied by these forward-looking statements. Forward-looking statements speak only as of the date they are made.
Readers are cautioned not to put undue reliance on forward-looking statements, and, except as required by law, Swarmer assumes no obligation
and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise.
Contacts
swarmer@icrinc.com
