Every 8-K that Swarmer, Inc (SWMR) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow SWMR and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full SWMR filings page.
Swarmer, Inc (SWMR) entered into a definitive Purchase Agreement to acquire 100% of the participatory interests of Ukrainian unmanned ground vehicle maker Ratel Robotics, with total consideration comprising cash and stock, including $7.2 million in cash at closing and 1,064,942 Swarmer common shares, plus additional cash and stock earnouts based on future performance. The press release states that, if all earnout milestones are achieved, the mix of cash and stock would be worth up to $224 million.
Earnouts include up to $7.2 million in post-closing cash and up to 4,422,125 additional shares over 2026–2028, with a catch-up mechanism and full earnout acceleration if founder Taras Ostapchuk is terminated without Cause or resigns for Good Reason. All stock consideration is subject to six‑month lock-ups, will be issued in unregistered transactions under Section 4(a)(2), Regulation D and/or Regulation S, and will later be covered by resale registration rights. Closing is targeted for the fourth quarter of 2026 and is subject to conditions including Ukrainian antitrust clearance, Nasdaq listing approval for the stock consideration, Swarmer stockholder approval of the stock issuance under Nasdaq Listing Rule 5635(a), and absence of specified material adverse effects.
Swarmer, Inc (SWMR) reported an updated common share count. As of August 19, 2026, the company had 15,936,981 shares of common stock outstanding after issuing additional shares upon option exercises.
The updated total reflects the issuance of 3,997,762 shares of common stock resulting from the exercise of certain stock options.
Swarmer, Inc. is updating its digital presence by launching a new corporate website at www.swarmer.com and a dedicated Investor Relations site at investors.swarmer.com. The Investor Relations section will continue to host key governance documents, including Board committee charters and the Code of Business Conduct and Ethics.
The company plans to begin this website transition after 4:00 p.m. Eastern Time on August 14, 2026 and expects completion by 9:30 a.m. Eastern Time on August 17, 2026
Swarmer, Inc reported Q2 2026 results with revenue of $216,413, up from $138,206 a year earlier, driven largely by its SkyKnight software licensing program. Gross margin was $183,597.
Operating expenses rose sharply to $7.5 million from $854,847, reflecting higher personnel, engineering, public-company and professional costs, including about $1.2 million of non-cash stock-based compensation and certain one-time equipment purchases. This led to a net loss of $7.3 million versus $1.6 million in Q2 2025.
Cash and cash equivalents increased to $25.3 million at June 30, 2026 from $9.3 million at December 31, 2025, primarily from $16.0 million in IPO proceeds (net), $8.8 million from an equity line of credit and $3.5 million from Series A-1 preferred stock. Subsequent to quarter end through August 10, 2026, Swarmer collected an additional $17.9 million under the equity line. The SkyKnight program’s contracted license value increased from $2.9 million to $3.9 million, with upgrade options that could bring the maximum arrangement value to about $14.2 million, alongside multiple new defense and technology partnerships.
Swarmer, Inc. announced that Serhii Kupriienko resigned from his position as Chief Executive Officer (Global), effective July 26, 2026. He will remain a member of the Board of Directors until the Company’s 2029 annual meeting of shareholders.
Alexander Fink, Chief Executive Officer (U.S.), will continue to serve as the Company’s principal executive officer, and no successor will be appointed to the Global CEO role at this time. Kupriienko also resigned as Chief Executive Officer (Global) of subsidiary Autonomous Robotics Systems LLC and will receive compensation and benefits accrued through his resignation date under his employment agreement and the Company’s equity incentive plans.
Swarmer, Inc. approved a realignment of its senior management on July 24, 2026. Alexander Fink, already Chief Executive Officer (U.S.) and President, has been designated the company’s principal executive officer, now reporting directly to the board of directors. His compensation remains unchanged, and his responsibilities expand to include oversight of human resources, finance and operations.
The changes also include promoting Garrett Kasper to Chief Communications Officer, continuing his leadership of global marketing, branding and corporate communications, and assigning Serhii Kupriienko, Chief Executive Officer (Global), to lead the newly created innovation division, Swarmer Labs, focused on long-term artificial intelligence and autonomous technologies for the modern battlefield. Swarmer’s vendor-agnostic autonomy software has supported more than 100,000 combat missions in Ukraine since April 2024.
Swarmer, Inc., through its Estonian subsidiary, entered amended and new software licensing agreements totaling approximately $3.9 million in initial lump-sum license fees. An amended and restated Master Supplier Agreement with Meta Bureau LLC reduced initial license fees to about $2.5 million and removed options for additional software upgrades.
On the same date, Swarmer Estonia signed a new Master Supplier Agreement with Progress TRW S.R.O., adding initial lump-sum license fees of roughly $1.4 million and restoring access to optional software upgrades for up to about $10.4 million in additional fees upon election. Both agreements run for one year and automatically renew for successive one-year periods, with either party able to terminate on 30 days’ written notice.
Swarmer, Inc. reported that its Board and Compensation Committee approved significant adjustments to executive pay effective in 2026. The annual base salary for Chief Executive Officer (Global) Serhii Kupriienko was raised from $250,000 to $375,000, with retroactive effect to April 1, 2026, and he was granted a target annual bonus equal to 100% of his base salary. On the same date, Chief Executive Officer (U.S.) and President Alexander Fink received the same increase from $250,000 to $375,000, also retroactive to April 1, 2026, plus a target bonus of 100% of base salary. Chief Financial Officer Brooks Ensign saw his base salary rise from $250,000 to $300,000, retroactive to April 1, 2026, with a target bonus set at 50% of base salary.
Swarmer, Inc entered into a Common Stock Purchase Agreement with Lucid Capital Markets, LLC, giving Swarmer the option to sell up to 3,000,000 shares of common stock over a 24‑month period after a specified commencement date. Each drawdown is at Swarmer’s discretion, subject to per‑purchase limits, Nasdaq trading volume thresholds and a minimum $1.00 share price. Lucid will generally pay 98% of the volume weighted average price for regular and intraday purchases, with a 4.99% beneficial ownership cap. Swarmer also signed a Registration Rights Agreement and filed an initial Form S‑1 to register resales, and engaged Seaport Global Securities as qualified independent underwriter, agreeing to reimburse Seaport up to $55,000 in fees.
Swarmer, Inc. reported weak first-quarter 2026 results alongside a strengthened balance sheet after its initial public offering. Revenue for Q1 2026 was $20,325, down sharply from $110,704 a year earlier, mainly due to the wind-down of deferred service revenue from its historically largest Ukrainian customer, from which it does not expect additional revenue.
The company posted a Q1 2026 net loss of $4.46 million versus a $0.69 million loss in Q1 2025, driven by operating expenses rising to $4.49 million from $0.78 million as Swarmer invested in public-company readiness, engineering, and product development.
Despite higher losses, liquidity improved: cash and cash equivalents increased to $23.47 million at March 31, 2026 from $9.28 million at December 31, 2025, primarily reflecting approximately $17.3 million in gross IPO proceeds and about $3.5 million from Series A-1 preferred stock sales.
Swarmer, Inc. completed its initial public offering of 3,450,000 shares of common stock at a public offering price of $5.00 per share, including the full exercise of the underwriters’ option. The gross proceeds were approximately $17.3 million and the net proceeds were approximately $14.7 million after underwriting discounts and estimated expenses.
In connection with the IPO closing, Swarmer’s Third Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws became effective, authorizing 200,000,000 shares of common stock and 10,000,000 shares of preferred stock. The company also approved its 2026 Equity Incentive Plan.
Upon closing of the IPO, all outstanding Series A Preferred Stock converted into 6,137,634 shares of common stock and pre-funded warrants to purchase up to 1,799,970 shares of common stock at an exercise price of $0.01 per share. After the IPO and this conversion, Swarmer has 10,998,609 shares of common stock outstanding, with the pre-funded warrants immediately exercisable.