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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

#3

 

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 2 swmr-ex99_1.htm EX-99.1 EX-99.1

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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.

 


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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


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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

 

 


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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

 

 

 

10

 

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

 

 


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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

)

 

 

 


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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

 

 

$