Form 8-K

8-K — Swarmer, Inc

Accession: 0001193125-26-349241

Filed: 2026-08-13

Period: 2026-08-13

CIK: 0002092574

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — swmr-20260813.htm (Primary)

EX-99.1 (swmr-ex99_1.htm)

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8-K

8-K (Primary)

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8-K

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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): August 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

Austin, Texas

78759

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: 512 305-3513

(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(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 ☒

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 August 13, 2026, Swarmer, Inc issued a press release announcing its financial results for the second quarter and six months ended June 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

Number

Description

99.1

Press Release dated August 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 on its behalf by the undersigned hereunto duly authorized.

Swarmer, Inc

Date:

August 13, 2026

By:

/s/ Alexander Fink

Alexander Fink

Chief Executive Officer (U.S.) and President

EX-99.1

Filename: swmr-ex99_1.htm · Sequence: 2

EX-99.1

Swarmer Reports Second Quarter 2026 Financial Results and Provides Business Update

AUSTIN, Texas (August 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 June 30, 2026 (“Q2 2026”), and discussed recent business developments.

Management Commentary

Swarmer President & U.S. CEO Alex Fink stated: “The second quarter of 2026 marked our first full quarter as a public company and a period of meaningful progress across the business. We successfully added several new customers and advanced deployments across multiple unmanned platforms while continuing to invest in the team and technology needed to support future growth.

“These developments reinforce our belief that Swarmer is well positioned to capitalize on a rapidly expanding market as demand for autonomous and collaborative unmanned systems continues to accelerate. We believe the expansion of the SkyKnight program validates both our technology and business model. As we connect with larger manufacturers and deployment volumes continue to grow across the industry, we see a significant opportunity to expand adoption of our software with additional platforms.

“Looking ahead, we remain focused on expanding adoption across a wider range of unmanned systems, deepening our integration with manufacturers, and supporting programs as they transition from evaluation into scaled deployment. We will also continue to evaluate strategic opportunities that align with our long-term growth objectives and enhance our capabilities. As these initiatives mature, we believe Swarmer can become a foundational software layer for autonomous and collaborative systems across multiple domains, supporting long-term growth and value creation.”

Second Quarter 2026 and Recent Operational Highlights

•

Expanded the SkyKnight software licensing program, increasing the total contracted license value from $2.9 million to $3.9 million. Existing customer upgrade options, if fully exercised, would bring the maximum arrangement value to approximately $14.2 million.

•

Partnered with Oak Grove Technologies to integrate Swarmer’s autonomy software into the Chimera UAV platform, advancing autonomous swarming capabilities for U.S. Special Operations and defense missions.

•

Signed an MOU with Powerus to explore the integration of Swarmer's autonomy and swarming software across air and maritime autonomous systems.

•

Collaborated with Lantronix to develop a custom NDAA-compliant compute platform for Group 1 unmanned aerial systems, increasing onboard processing power by more than 400%.

•

Partnered with Brightline Interactive to integrate Swarmer's autonomy software with Brightline’s platform and expand access to operational data for AI model training.

•

Established a strategic data partnership with Molfar Intelligence to integrate verified battlefield intelligence datasets into Swarmer's AI training pipeline.

•

Collaborated with Tekmara and Florida International University to evaluate autonomous drone swarms for environmental monitoring and coastal restoration applications.

Second Quarter 2026 Financial Results

Results compare Q2 2026 to the 2025 second quarter ended June 30, 2025 (“Q2 2025”), unless otherwise indicated.

•

Revenue for Q2 2026 was $216,413, compared to $138,206 in Q2 2025. The Company invoiced $1.5 million under the SkyKnight program during the quarter, of which $1.4 million has been collected; $0.2 million was recognized as revenue, $0.1 million was recorded as deferred revenue, and the remainder was recorded as an advance on the balance sheet.

•

Gross margin for Q2 2026 was $183,597 compared to $82,030 in Q2 2025, driven primarily by license revenue recognized under the SkyKnight program.

•

Operating expenses for Q2 2026 were $7.5 million compared to $854,847 in Q2 2025. The increase primarily reflects investments in personnel, engineering, product development and platform integration capabilities, as well as higher consulting, legal and professional services expenses associated with operating as a public company. Q2 2026 operating expenses also included approximately $1.2 million of non-cash stock-based compensation expense and certain one-time equipment purchases that are not expected to recur on a regular basis.

•

Net loss for Q2 2026 was $(7.3) million compared to $(1.6) million in Q2 2025, primarily reflecting higher operating expenses.

•

Cash and cash equivalents at June 30, 2026 totaled $25.3 million compared to $9.3 million at December 31, 2025. The increase primarily reflects proceeds of approximately $16.0 million from the IPO, net of underwriting costs, $8.8 million raised through the Company's equity line of credit and $3.5 million from the sale of Series A-1 convertible preferred stock. Cash usage in Q2 2026 included a one-time $2.2 million contractual prepayment under the SkyKnight program; excluding this payment, underlying cash burn was generally consistent with prior quarters. Subsequent to quarter end through August 10, 2026, the Company collected an additional $17.9 million from sales of common shares under its equity line of credit, including the $4.6 million receivable outstanding at June 30, 2026.

Conference Call

The Company’s management will host a conference call today, August 13, 2026, at 4:30 p.m. Eastern time (1:30 p.m. Pacific time) to discuss these results, followed by a question-and-answer period.

Registration Link: https://swarmer-2q2026.open-exchange.net/

Please connect 5-10 minutes prior to the start time. If you have any difficulty connecting with the conference call, please contact Gateway Group at 949-574-3860. The conference call will also be available for 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, 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, 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; the expected benefits of partnerships and collaborations with Oak Grove Technologies, Powerus, Lantronix, Brightline Interactive, Molfar Intelligence, Tekmara, and Florida International University; the Company's strategy to evaluate and pursue additional strategic opportunities; planned investment in engineering, product development, 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; 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. 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 Contact: SWMR@gateway-grp.com

Media Relations Contact: media@swarmer.tech

SWARMER, INC

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

June 30,

2026

December 31,

2025

Assets

Current assets:

Cash and cash equivalents

25,289,260

9,283,566

Accounts receivable

95,580

—

Receivable from sale of common stock

4,625,269

—

UAV deployment program advance payment

1,845,000

—

Prepaid expenses and other current assets

1,137,379

115,473

Total current assets

32,992,488

9,399,039

Property and equipment, net

470,586

227,908

Operating lease right-of-use asset

99,610

131,184

Intangible assets

97,668

—

Deferred offering costs

—

471,719

Other assets

275,333

106,830

Total assets

33,935,685

10,336,680

Liabilities, convertible preferred stock and shareholders' equity (deficit)

Current liabilities:

Accounts payable

204,803

223,236

Accrued expenses and other current liabilities

1,329,493

680,782

Grant advance

178,381

189,200

Deferred revenue

107,121

23,272

Operating lease liability - current

73,453

70,703

Advances received under combined arrangement

793,092

—

Total current liabilities

2,686,343

1,187,193

Operating lease liability - non-current

38,757

76,273

Total liabilities

2,725,100

1,263,466

Convertible preferred stock, par value $0.00001 per share:

Series A preferred stock: no shares authorized, issued or outstanding as of June 30, 2026; 4,358,597 shares authorized and 3,661,083 shares issued and outstanding as of December 31, 2025

—

19,013,673

Commitments and contingencies

Shareholders' equity (deficit)

Preferred stock, $0.00001 par value; 10,000,000 shares authorized and no shares issued and outstanding as of June 30, 2026; no shares authorized, issued or outstanding as of December 31, 2025

—

Common stock, $0.00001 par value; 200,000,000 and 25,000,000 shares authorized as of June 30, 2026 and December 31, 2025, respectively; 11,608,117 and 1,410,975 shares issued as of June 30, 2026 and December 31, 2025, respectively; and 11,284,769 and 911,255 shares outstanding as of June 30, 2026 and December 31, 2025, respectively

113

Additional paid-in capital

53,397,926

663,514

Accumulated other comprehensive income (loss)

195,502

(4,900

)

Accumulated deficit

(22,382,956

)

(10,599,083

)

Total shareholders' equity (deficit)

31,210,585

(9,940,459

)

Total liabilities, convertible preferred stock and shareholders' equity (deficit)

33,935,685

10,336,680

SWARMER, INC

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited)

Three Months Ended June 30,

Six Months Ended June 30,

2026

2025

2026

2025

Revenue

216,413

138,206

236,738

248,910

Cost of revenue

32,816

56,176

72,740

101,718

Gross margin

183,597

82,030

163,998

147,192

Operating expenses:

Selling, general and administrative

5,657,638

277,591

8,662,517

532,872

Research and development

1,805,532

577,256

3,291,614

1,099,454

Total operating expenses

7,463,170

854,847

11,954,131

1,632,326

Loss from operations

(7,279,573

)

(772,817

)

(11,790,133

)

(1,485,134

)

Other income (expense):

Change in fair value of Simple Agreement for Future Equity ("SAFE") liability

—

(869,000

)

—

(869,000

)

Change in fair value of Equity Line of Credit ("ELOC") derivative

(251,455

)

—

(251,455

)

—

Other income

205,990

14,635

257,715

32,975

Loss before income taxes

(7,325,038

)

(1,627,182

)

(11,783,873

)

(2,321,159

)

Income tax expense

—

Net loss

(7,325,038

)

(1,627,182

)

(11,783,873

)

(2,321,159

)

Net loss per share of common stock, basic and diluted

(0.45

)

(0.51

)

(1.03

)

(0.78

)

Weighted-average shares of common stock outstanding, basic and diluted

16,333,844

3,211,540

11,414,411

2,970,764

Comprehensive loss:

Foreign currency translation adjustments

223,943

14,478

200,402

14,744

Total comprehensive loss

(7,101,095

)

(1,612,704

)

(11,583,471

)

(2,306,415

)

SWARMER, INC

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

Six Months Ended June 30,

Operating activities:

2026

2025

Net loss

(11,783,873

)

(2,321,159

)

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation expense

96,344

—

Amortization of ROU asset

31,574

—

Change in fair value of ELOC derivative

251,455

—

Change in fair value of SAFE liability

—

869,000

Share-based compensation expense

1,459,980

28,488

Changes in operating assets and liabilities:

Accounts receivable

(95,580

)

—

Unbilled revenue

—

3,193

UAV deployment program advance payment

(1,845,000

)

—

Prepaid expenses and other current assets

(557,503

)

(9,147

)

Other assets

(168,979

)

(2,070

)

Accounts payable

(18,019

)

(421

)

Accrued expenses and other liabilities

649,219

(3,237

)

Deferred revenue

84,626

3,853

Advances received under combined arrangement

793,092

—

Operating lease liability

(34,766

)

—

Net cash used in operating activities

(11,137,430

)

(1,431,500

)

Investing activities:

Purchase of property and equipment

(347,997

)

—

Purchase of intangible assets

(97,668

)

—

Cash used in investing activities

(445,665

)

—

Financing activities:

Proceeds from initial public offering, net of underwriting discounts

16,015,000

—

Proceeds from ELOC

8,826,408

—

Proceeds from sale of Series A-1 convertible preferred stock

3,472,095

—

Payment of financing costs

(926,264

)

—

Cash provided by financing activities

27,387,239

—

Effect of exchange rates on cash and cash equivalents

201,550

14,261

Net increase (decrease) in cash and cash equivalents

16,005,694

(1,417,239

)

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

25,289,260

663,847

Supplemental non-cash investing and financing activities:

Conversion of Series A Preferred Stock into Common Stock

22,485,768

—

Common stock issued under ELOC in exchange for receivable from sale of common stock

4,625,269

—

Derivative asset recognized for draw priced but unsettled under the ELOC

74,970

—

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

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Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

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Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Details

Name:

dei_EntityAddressesAddressTypeAxis=dei_FormerAddressMember

Namespace Prefix:

Data Type:

Balance Type:

Period Type: