SWMR 8-K
Swarmer, Inc (SWMR)
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): |
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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:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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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 |
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Description |
99.1 |
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104 |
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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.
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Swarmer, Inc |
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Date: |
August 13, 2026 |
By: |
/s/ Alexander Fink |
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Alexander Fink |
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Chief Executive Officer (U.S.) and President |
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
Second Quarter 2026 Financial Results
Results compare Q2 2026 to the 2025 second quarter ended June 30, 2025 (“Q2 2025”), unless otherwise indicated.
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: [email protected]
Media Relations Contact: [email protected]
SWARMER, INC
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
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June 30, |
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December 31, |
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Assets |
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Current assets: |
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Cash and cash equivalents |
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$ |
25,289,260 |
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$ |
9,283,566 |
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Accounts receivable |
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95,580 |
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— |
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Receivable from sale of common stock |
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4,625,269 |
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— |
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UAV deployment program advance payment |
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1,845,000 |
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— |
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Prepaid expenses and other current assets |
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1,137,379 |
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115,473 |
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Total current assets |
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32,992,488 |
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9,399,039 |
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Property and equipment, net |
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470,586 |
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227,908 |
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Operating lease right-of-use asset |
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99,610 |
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131,184 |
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Intangible assets |
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97,668 |
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— |
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Deferred offering costs |
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— |
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471,719 |
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Other assets |
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275,333 |
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106,830 |
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Total assets |
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$ |
33,935,685 |
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$ |
10,336,680 |
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Liabilities, convertible preferred stock and shareholders' equity (deficit) |
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Current liabilities: |
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Accounts payable |
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$ |
204,803 |
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$ |
223,236 |
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Accrued expenses and other current liabilities |
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1,329,493 |
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680,782 |
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Grant advance |
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178,381 |
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189,200 |
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Deferred revenue |
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107,121 |
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23,272 |
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Operating lease liability - current |
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73,453 |
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70,703 |
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Advances received under combined arrangement |
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793,092 |
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— |
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Total current liabilities |
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2,686,343 |
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1,187,193 |
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Operating lease liability - non-current |
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38,757 |
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76,273 |
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Total liabilities |
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2,725,100 |
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1,263,466 |
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Convertible preferred stock, par value $0.00001 per share: |
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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 |
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— |
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19,013,673 |
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Commitments and contingencies |
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Shareholders' equity (deficit) |
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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 |
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— |
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— |
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Common stock, $0.00001 par value; 200,000,000 and 25,000,000 shares authorized as of June 30, 2026 and December 31, 2025, respectively; 11,608,117 and 1,410,975 shares issued as of June 30, 2026 and December 31, 2025, respectively; and 11,284,769 and 911,255 shares outstanding as of June 30, 2026 and December 31, 2025, respectively |
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113 |
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10 |
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Additional paid-in capital |
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53,397,926 |
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663,514 |
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Accumulated other comprehensive income (loss) |
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195,502 |
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(4,900 |
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Accumulated deficit |
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(22,382,956 |
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(10,599,083 |
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Total shareholders' equity (deficit) |
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31,210,585 |
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(9,940,459 |
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Total liabilities, convertible preferred stock and shareholders' equity (deficit) |
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$ |
33,935,685 |
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$ |
10,336,680 |
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SWARMER, INC
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Unaudited)
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Three Months Ended June 30, |
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Six Months Ended June 30, |
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2026 |
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2025 |
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2026 |
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2025 |
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Revenue |
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$ |
216,413 |
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$ |
138,206 |
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$ |
236,738 |
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$ |
248,910 |
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Cost of revenue |
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32,816 |
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56,176 |
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72,740 |
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101,718 |
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Gross margin |
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183,597 |
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82,030 |
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163,998 |
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147,192 |
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Operating expenses: |
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Selling, general and administrative |
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5,657,638 |
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277,591 |
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8,662,517 |
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532,872 |
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Research and development |
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1,805,532 |
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577,256 |
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3,291,614 |
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1,099,454 |
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Total operating expenses |
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7,463,170 |
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854,847 |
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11,954,131 |
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1,632,326 |
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Loss from operations |
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(7,279,573 |
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(772,817 |
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(11,790,133 |
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(1,485,134 |
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Other income (expense): |
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Change in fair value of Simple Agreement for Future Equity ("SAFE") liability |
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— |
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(869,000 |
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— |
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(869,000 |
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Change in fair value of Equity Line of Credit ("ELOC") derivative |
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(251,455 |
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— |
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(251,455 |
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— |
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Other income |
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205,990 |
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14,635 |
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257,715 |
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32,975 |
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Loss before income taxes |
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(7,325,038 |
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(1,627,182 |
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(11,783,873 |
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(2,321,159 |
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Income tax expense |
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— |
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— |
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— |
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— |
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Net loss |
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$ |
(7,325,038 |
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$ |
(1,627,182 |
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$ |
(11,783,873 |
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$ |
(2,321,159 |
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Net loss per share of common stock, basic and diluted |
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$ |
(0.45 |
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$ |
(0.51 |
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$ |
(1.03 |
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$ |
(0.78 |
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Weighted-average shares of common stock outstanding, basic and diluted |
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16,333,844 |
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3,211,540 |
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11,414,411 |
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2,970,764 |
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Comprehensive loss: |
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Foreign currency translation adjustments |
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223,943 |
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14,478 |
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200,402 |
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14,744 |
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Total comprehensive loss |
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$ |
(7,101,095 |
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$ |
(1,612,704 |
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$ |
(11,583,471 |
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$ |
(2,306,415 |
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SWARMER, INC
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
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Six Months Ended June 30, |
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Operating activities: |
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2026 |
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2025 |
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Net loss |
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$ |
(11,783,873 |
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$ |
(2,321,159 |
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Adjustments to reconcile net loss to net cash used in operating activities: |
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Depreciation expense |
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96,344 |
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— |
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Amortization of ROU asset |
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31,574 |
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— |
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Change in fair value of ELOC derivative |
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251,455 |
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— |
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Change in fair value of SAFE liability |
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— |
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869,000 |
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Share-based compensation expense |
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1,459,980 |
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28,488 |
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Changes in operating assets and liabilities: |
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Accounts receivable |
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(95,580 |
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— |
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Unbilled revenue |
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— |
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3,193 |
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UAV deployment program advance payment |
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(1,845,000 |
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— |
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Prepaid expenses and other current assets |
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(557,503 |
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(9,147 |
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Other assets |
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(168,979 |
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(2,070 |
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Accounts payable |
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(18,019 |
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(421 |
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Accrued expenses and other liabilities |
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649,219 |
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(3,237 |
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Deferred revenue |
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84,626 |
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3,853 |
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Advances received under combined arrangement |
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793,092 |
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— |
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Operating lease liability |
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(34,766 |
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— |
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Net cash used in operating activities |
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(11,137,430 |
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(1,431,500 |
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Investing activities: |
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Purchase of property and equipment |
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(347,997 |
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— |
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Purchase of intangible assets |
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(97,668 |
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— |
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Cash used in investing activities |
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(445,665 |
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— |
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Financing activities: |
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Proceeds from initial public offering, net of underwriting discounts |
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16,015,000 |
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— |
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Proceeds from ELOC |
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8,826,408 |
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— |
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Proceeds from sale of Series A-1 convertible preferred stock |
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3,472,095 |
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— |
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Payment of financing costs |
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(926,264 |
) |
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— |
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Cash provided by financing activities |
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27,387,239 |
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— |
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Effect of exchange rates on cash and cash equivalents |
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201,550 |
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14,261 |
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Net increase (decrease) in cash and cash equivalents |
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16,005,694 |
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(1,417,239 |
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Cash and cash equivalents at the beginning of the period |
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9,283,566 |
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2,081,086 |
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Cash and cash equivalents at the end of the period |
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$ |
25,289,260 |
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$ |
663,847 |
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Supplemental non-cash investing and financing activities: |
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Conversion of Series A Preferred Stock into Common Stock |
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$ |
22,485,768 |
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$ |
— |
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Common stock issued under ELOC in exchange for receivable from sale of common stock |
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$ |
4,625,269 |
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$ |
— |
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Derivative asset recognized for draw priced but unsettled under the ELOC |
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$ |
74,970 |
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$ |
— |
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